Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Document and Entity Information [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | CareMax, Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001813914 |
Amendment Flag | false |
UNAUDITED CONDENSED COMBINED BA
UNAUDITED CONDENSED COMBINED BALANCE SHEETS | Mar. 31, 2021USD ($) |
CURRENT ASSETS | |
Cash and Cash Equivalents | $ 6,434,884 |
Accounts Receivable | 8,756,469 |
Inventory | 15,476 |
Prepaid Expenses | 166,932 |
Due from Related Parties | 627,044 |
Total Current Assets | 16,000,803 |
Property and Equipment, net | 6,190,959 |
Goodwill | 10,067,730 |
Intangible Assets, net | 8,323,460 |
Other Assets | 388,074 |
Total Assets | 40,971,027 |
CURRENT LIABILITIES | |
Current Maturities of Long-Term Debt, net | 992,174 |
Accounts Payable | 2,171,627 |
Risk Settlements Due to Providers | 281,916 |
Accrued Interest Payable | 160,726 |
Accrued Expenses | 2,437,943 |
Total Current Liabilities | 6,044,386 |
Long-Term Debt, less current maturities, net | 26,190,433 |
Other Liabilities | 707,853 |
Total Liabilities | 32,942,672 |
MEMBERS' EQUITY | |
Units (no par value, 200 authorized, issued and outstanding at March 31, 2021 and December 31, 2020) | 223,100 |
Members' Equity | 7,805,255 |
Total Members' Equity | 8,028,355 |
Total Liabilities and Members' Equity | $ 40,971,027 |
UNAUDITED CONDENSED COMBINED _2
UNAUDITED CONDENSED COMBINED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
COMBINED BALANCE SHEETS | |||
Units par value | $ 0 | $ 0 | $ 0 |
Units authorized | 200 | 200 | 200 |
Units issued | 200 | 200 | 200 |
Units outstanding | 200 | 200 |
UNAUDITED CONDENSED COMBINED ST
UNAUDITED CONDENSED COMBINED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | ||||
Total Revenue | $ 27,917,672 | $ 25,179,964 | $ 120,425,251 | $ 90,601,541 |
Expenses | ||||
Medical Expenses | 18,438,612 | 16,157,366 | 67,014,557 | 51,622,064 |
Administrative Fee | 17,003,977 | 13,237,389 | ||
Selling, General and Administrative Expenses | 7,673,377 | 5,524,251 | 27,107,059 | 19,176,227 |
Total Operating Expenses | 26,111,989 | 21,681,617 | 111,125,593 | 84,035,680 |
Interest expense | 503,987 | 327,470 | 1,728,024 | 720,398 |
Net Income | 1,301,696 | 3,170,877 | 7,571,634 | 5,845,463 |
Net Income (Loss) Attributable to Noncontrolling Interests | 89,932 | 29,269 | 173,194 | |
Net Income Attributable to Controlling Interests | $ 1,301,696 | $ 3,260,810 | $ 7,600,903 | $ 6,018,657 |
Weighted-average Units Outstanding | 200 | 200 | 200 | 200 |
Net Income per Unit- Basic and Diluted | $ 6,508 | $ 16,304 | $ 38,005 | $ 30,093 |
Capitated Revenue | ||||
Revenue | ||||
Total Revenue | $ 27,818,980 | $ 25,041,525 | $ 120,055,312 | $ 90,109,682 |
Other Patient Service Revenue | ||||
Revenue | ||||
Total Revenue | $ 98,691 | $ 138,439 | $ 369,939 | $ 491,859 |
UNAUDITED CONDENSED COMBINED _3
UNAUDITED CONDENSED COMBINED STATEMENTS OF CHANGES IN MEMBERS' EQUITY - USD ($) | Total Controlling Interest | Members' Units | Members' Equity | Noncontrolling Interest | Total |
Balance at the beginning at Dec. 31, 2018 | $ 4,029,169 | $ 223,100 | $ 3,806,069 | $ (151,348) | $ 3,877,821 |
Balance at the beginning (in shares) at Dec. 31, 2018 | 200 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Net Income (Loss) | 6,018,657 | 6,018,657 | (173,194) | 5,845,463 | |
Purchase of Noncontrolling Interest | (473,219) | (473,219) | (473,219) | ||
Change in ownership due to change in non-controlling interest | (110,346) | (110,346) | 110,346 | ||
Distributions | (4,304,000) | (4,304,000) | (4,304,000) | ||
Balance at the end at Dec. 31, 2019 | 5,160,261 | $ 223,100 | 4,937,161 | (214,196) | 4,946,065 |
Balance at the end (in shares) at Dec. 31, 2019 | 200 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Net Income (Loss) | 3,260,810 | 3,260,810 | (89,932) | 3,170,877 | |
Purchase of Noncontrolling Interest | (400,100) | (400,100) | (400,100) | ||
Change in ownership due to change in non-controlling interest | (43,461) | (43,461) | 43,461 | ||
Balance at the end at Mar. 31, 2020 | 7,977,509 | $ 223,100 | 7,754,409 | (260,667) | 7,716,842 |
Balance at the end (in shares) at Mar. 31, 2020 | 200 | ||||
Balance at the beginning at Dec. 31, 2019 | 5,160,261 | $ 223,100 | 4,937,161 | (214,196) | 4,946,065 |
Balance at the beginning (in shares) at Dec. 31, 2019 | 200 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Net Income (Loss) | 7,600,903 | 7,600,903 | (29,269) | 7,571,634 | |
Purchase of Noncontrolling Interest | (2,100,100) | (2,100,100) | (2,100,100) | ||
Change in ownership due to change in non-controlling interest | (243,465) | (243,465) | $ 243,465 | ||
Distributions | (3,690,940) | (3,690,940) | (3,690,940) | ||
Balance at the end at Dec. 31, 2020 | 6,726,659 | $ 223,100 | 6,503,559 | $ 6,726,659 | |
Balance at the end (in shares) at Dec. 31, 2020 | 200 | 200 | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Net Income (Loss) | 1,301,696 | 1,301,696 | $ 1,301,696 | ||
Balance at the end at Mar. 31, 2021 | $ 8,028,355 | $ 223,100 | $ 7,805,255 | $ 8,028,355 | |
Balance at the end (in shares) at Mar. 31, 2021 | 200 | 200 |
UNAUDITED CONDENSED COMBINED _4
UNAUDITED CONDENSED COMBINED STATEMENTS OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net Income | $ 1,301,696 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | |
Depreciation Expense | 262,285 |
Amortization Expense | 251,775 |
Amortization of Debt Issuance Costs | 34,569 |
(Increase) Decrease in Assets: | |
Accounts Receivable | 638,553 |
Inventory | (1) |
Prepaid Expenses | 15,533 |
Risk Settlements Due from Providers | 79,964 |
Due from Related Parties | (353,539) |
Other Assets | (205,130) |
Increase (Decrease) in Liabilities: | |
Accounts Payable | 1,160,704 |
Due to Related Parties | (38,888) |
Risk Settlements Due to Providers | (361,030) |
Accrued Expenses | (134,245) |
Other Liabilities | 707,853 |
Accrued Interest | 11,824 |
Net Cash Provided by Operating Activities | 3,371,923 |
CASH FLOWS FROM INVESTING ACTIVITIES | |
Purchase of Property and Equipment | (1,656,862) |
Purchase of Noncontrolling Interest Ownership | (33,333) |
Net Cash Used in Investing Activities | (1,690,195) |
CASH FLOWS FROM FINANCING ACTIVITIES | |
Principal Payments on Long-Term Debt | (181,270) |
Net Cash (Used in) Provided by Financing Activities | (181,270) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 1,500,458 |
Cash and Cash Equivalents - Beginning of Year | 4,934,426 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 6,434,884 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | |
Cash Paid for Interest | $ 503,987 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
NATURE OF BUSINESS | ||
NATURE OF BUSINESS | NOTE 1. NATURE OF BUSINESS Basis of Presentation and Principles of Combination CareMax Medical Group, LLC (“CareMax” or “CMG”) and Affiliates, collectively referred to as “we” or “us” or “our” or the “Company”, was organized on January 25, 2013 under Florida law with headquarters in Miami, Florida to operate primary medical care centers serving Medicare beneficiaries. Managed Health Care Partners, LLC (“MHP”), an affiliate company, was organized on May 7, 2009 under Florida Law with the same business purpose. The Company and MHP invest resources into primary care to prevent unnecessary acute events and manage chronic illnesses. The Company engages Medicare - eligible patients through the use of an innovative community outreach approach. Once patients are engaged, the Company integrates population health analytics, social support services and primary care into the care model to drive improved outcomes. The Company contracts with health plans to generate medical cost savings and realize a return on its investment in primary care. As of March 31, 2021, the Company operated 11 centers in South Florida with two under construction and due to open in the first or second quarter of 2022. These financial statements represent the combined financial results of CMG and MHP. The accompanying unaudited condensed combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP has been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited and condensed combined financial statements include all adjustments of a normal recurring nature, which are necessary for a fair presentation of financial position, operating results and cash flows for the periods presented. Operating results for the three months ended March 31, 2021, including the impact of COVID-19, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. CMG functions as a holding company with 100% ownership of Broward, Hialeah, Homestead, Miami, North Miami, Coral Way, Tamarac, Westchester, Pembroke Pines, Pines Care, Little Havana One and Little Havana Two. Broward, Coral Way, Hialeah, Homestead, Miami, North Miami, Pembroke Pines, Pines Care, Tamarac, Westchester, Little Havana One and Little Havana Two (collectively, the Medical Centers) are medical centers throughout South Florida providing care to residents, specifically Medicare Advantage members attributed to MHP. MHP is a managed services organization (“MSO”) serving Medicare patients both for the combined Medical Centers described above, as well as unrelated contracted health care providers, primarily under capitated contracts. MHP and CMG share common ownership, with the majority of ownership being through organizations controlled by the Company management, which is consistent across MHP and CMG. On December 14, 2020, the Company purchased the remaining 25% non-controlling interest in Hialeah for $1,700,000. A holdback in the amount of $170,000 will be retained until December 14, 2021 and is included in Accounts Payable. The purchase amount was paid in installments with the final payment being made in May 2020. The Company purchased the remaining 40% membership interest in Pembroke Pines in February 2020 for $400,000 which included one lump sum payment of $200,000 and 12 equal monthly installments of $16,667. As of March 31, 2021, this balance has been paid off. Also, in February 2020, the Company purchased the remaining 40% membership interest in Pines Care for $100 which was paid on the closing date. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses whether it has a controlling financial interest through means other than voting rights over potential variable interest entities (or “VIEs”) and determines the primary beneficiary of the VIE. The Company consolidates a VIE if the Company is the primary beneficiary of the VIE. We concluded that there are no entities that CareMax should consolidate based on the VIE model. The combined financial statements of CareMax include the financial statements of all wholly-owned subsidiaries and majority-owned or controlled companies. For those combined subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to the non-controlling interests is reported as “Net income (loss) attributable to non-controlling interests” in the combined statements of operations. Intercompany balances and transactions have been eliminated in consolidation. Sale to Deerfield Healthcare Technology Acquisition Corporation The Company follows the guidance in ASC 805 to determine if an acquisition is an acquisition of a business or a group of assets. We consolidate a business when we obtain a controlling financial interest in it. We use the acquisition method of accounting and identify the acquisition date, recognize and measure the identifiable assets acquired, liabilities assumed and any non-controlling interest at their acquisition date fair values. See Note 5. On December 18, 2020 the Company entered into a definitive business combination agreement with Deerfield Healthcare Technology Acquisition Corporation (“DFHT”), a Delaware Corporation and blank check company. The agreement provides for DFHT to acquire 100% of the equity interests of the Company and Interamerican Medical Center Group, LLC, a Florida limited liability company (“IMC”), in exchange for a combination of cash and Class A common shares of DFHT. The transaction will be regarded as a reverse recapitalization, with the Company being the accounting acquirer and continuing financial reporting entity, due to its control of both DFHT and IMC. On January 20, 2021, DFHT filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (“SEC”) to solicit the approval of its shareholders for the business combination in which it plans to acquire 100% of the equity interests of CareMax. On March 8, April 1 , April 28 and May 14 of 2021, DFHT filed amended proxy statements with the SEC. See Note 5. Impact of COVID 19 on our Business On March 11, 2020, the World Health Organization declared the spread of Coronavirus Disease (COVID‑19) a worldwide pandemic. The COVID‑19 pandemic has had significant effects on global markets, supply chains, businesses, and communities. Specific to the Company, COVID‑19 has impacted various parts of its 2020 and 2021 operations and financial results including but not limited to nominal additional costs for emergency preparedness, disease control and containment, personnel shortages, government mandated waivers of member cost sharing for diagnoses and treatment, and increased utilization of member medical benefits. Management believes the Company has taken appropriate actions to mitigate the negative impact. While the COVID-19 vaccination campaign is underway in the United States, the surfacing of virus variants has added a degree of uncertainty to the continuing impact of COVID‑19 on the Company’s operations. Certain emergency grant and loan funding options became available for the Company that were evaluated and pursued, as appropriate, to address the financial impact of COVID‑19. In April 2020, the Company applied for and received loans through the Small Business Administration (SBA) Paycheck Protection Program (PPP) of approximately $2,164,000 (see Note 7) with a two-year term at an interest rate of 0.98%. There are provisions under the PPP loan program where all or a portion of the loan may be forgiven based on certain criteria like eligible spending thresholds and maintaining full-time equivalent (FTE) employees. The amount of loan forgiveness has yet to be determined. | NOTE 1. NATURE OF BUSINESS Basis of Presentation and Principles of Consolidation CareMax Medical Group, LLC (“CareMax” or “CMG”) and Affiliates, collectively referred to as “we” or “us” or “our” or the “Company”, was organized on January 25, 2013 under Florida law with headquarters in Miami, Florida to operate primary medical care centers serving Medicare beneficiaries. Managed Health Care Partners, LLC (“MHP”), an affiliate company, was organized on May 7, 2009 under Florida Law with the same business purpose. The Company and MHP invest resources into primary care to prevent unnecessary acute events and manage chronic illnesses. The Company engages Medicare - eligible patients through the use of an innovative community outreach approach. Once patients are engaged, the Company integrates population health analytics, social support services and primary care into the care model to drive improved outcomes. The Company contracts with health plans to generate medical cost savings and realize a return on its investment in primary care. As of December 31, 2020, the Company operated 12 centers in South Florida with one under construction and due to open in the first or second quarter of 2022. These financial statements represent the combined financial results of these two limited liability companies. CareMax Medical Group is organized as a limited liability company (“LLC”). As such, no member, agent or employee of the Company shall be personally liable for debts, obligations or liabilities of the Company, whether arising in contract, tort, or otherwise or for the acts or omissions of any other member, director, manager, agent or employee of the Company, unless the individual has agreed otherwise under the provisions of the Company’s operating agreement or signed a specific personal guarantee. The duration of the Company is perpetual. CMG functions as a holding company with 100% ownership of CareMax Medical Center, LLC, (“CMC”), Broward, Hialeah, Homestead, Miami, North Miami, Coral Way, Tamarac, Westchester, Pembroke Pines, Pines Care, Little Havana One and Little Havana Two. CMC is an essentially dormant entity, which was dissolved in 2020. Broward, Coral Way, Hialeah, Homestead, Miami, North Miami, Pembroke Pines, Pines Care, Tamarac, Westchester, Little Havana One and Little Havana Two (collectively, the Medical Centers) are medical centers throughout South Florida providing care to residents, specifically Medicare Advantage members attributed to MHP. MHP is a managed services organization (“MSO”) serving Medicare patients both for the combined Medical Centers described above, as well as unrelated contracted health care providers, primarily under capitated contracts. MHP and CMG share common ownership, with the majority of ownership being through organizations controlled by the Company management, which is consistent across MHP and CMG. On December 14, 2020, the Company purchased the remaining 25% non-controlling interest in Hialeah for $1,700,000. A holdback in the amount of $170,000 will be retained until December 14, 2021 and is included in Accounts Payable. The Company had purchased an additional 24% interest in Hialeah during 2019 for $473,219, thus reducing the non-controlling interest share to 25% ownership. The purchase amount was paid in installments with the final payment being made in May 2020. The Company purchased the remaining 40% membership interest in Pembroke Pines in February 2020 for $400,000 which included one lump sum payment of $200,000 and 12 equal monthly installments of $16,667. At December 31, 2020, the remaining balance of $33,333 is included in Accounts Payable. Also in February 2020, the Company purchased the remaining 40% membership interest in Pines Care for $100 which was paid on the closing date. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses whether it has a controlling financial interest through means other than voting rights over potential variable interest entities (or “VIEs”) and determines the primary beneficiary of the VIE. The Company consolidates a VIE if the Company is the primary beneficiary of the VIE. We concluded that there are no entities that CareMax should consolidate based on the VIE model. The accompanying audited combined financial statements and notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The combined financial statements of CareMax include the financial statements of all wholly-owned subsidiaries and majority-owned or controlled companies. For those combined subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to the non-controlling interests is reported as “Net income (loss) attributable to non-controlling interests” in the combined statements of operations. Intercompany balances and transactions have been eliminated in consolidation. Sale to Deerfield Healthcare Technology Acquisition Corporation The Company follows the guidance in ASC 805 to determine if an acquisition is an acquisition of a business or a group of assets. We consolidate a business when we obtain a controlling financial interest in it. We use the acquisition method of accounting and identify the acquisition date, recognize and measure the identifiable assets acquired, liabilities assumed and any non-controlling interest at their acquisition date fair values. See Note 5. On December 18, 2020 the Company entered into a definitive business combination agreement with Deerfield Healthcare Technology Acquisition Corporation (“DFHT”), a Delaware Corporation and blank check company. The agreement provides for DFHT to acquire 100% of the equity interests of the Company and Interamerican Medical Center Group, LLC, a Florida limited liability company (“IMC”), in exchange for a combination of cash and Class A common shares of DFHT. The transaction will be regarded as a reverse recapitalization, with the Company being the accounting acquirer and continuing financial reporting entity, due to its control of both DFHT and IMC. On January 20, 2021, DFHT filed a preliminary proxy statement with the U.S. Securities and Exchange Commission to solicit the approval of its shareholders for the business combination in which it plans to acquire 100% of the equity interests of CareMax. See Note 5. Subsequent Events Management of the Company has evaluated subsequent events through March 1, 2021, the date on which the combined financial statements were available to be issued. Impact of COVID 19 on our Business On March 11, 2020, the World Health Organization declared the spread of Coronavirus Disease (COVID‑19) a worldwide pandemic. The COVID‑19 pandemic is having significant effects on global markets, supply chains, businesses, and communities. Specific to the Company, COVID‑19 has impacted various parts of its 2020 operations and financial results including but not limited to nominal additional costs for emergency preparedness, disease control and containment, potential personnel shortages, government mandated waivers of member cost sharing for diagnoses and treatment, and increased utilization of member medical benefits. Management believes the Company is taking appropriate actions to mitigate the negative impact. However, the continuing impact of COVID‑19 is unknown. Certain emergency grant and loan funding options have become available for the Company that have been evaluated and pursued, as appropriate, to address the financial impact of COVID‑19. In April 2020, the Company applied for and received loans through the Small Business Administration (SBA) Paycheck Protection Program (PPP) of approximately $2,164,000 (see Note 7) with a two-year term at an interest rate of 0.98%. There are provisions under the PPP loan program where all or a portion of the loan may be forgiven based on certain criteria like eligible spending thresholds and maintaining full-time equivalent (FTE) employees. The amount of loan forgiveness has yet to be determined. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include the valuation of and related impairment recognition of long-lived assets, including intangibles and goodwill and settlements related to revenue and the revenue accrual. Actual results could differ from those estimates. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions might be in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. HealthSun Health Plans (“HealthSun”) represented approximately 99% and 100% of the Company’s accounts receivable balance as of March 31, 2021 and December 31, 2020, respectively. HealthSun represented 83% and 95% of the Company’s revenues for the three months ended March 31, 2021 and 2020, respectively. Revenue Recognition Since capitated revenue is received regardless of whether services are performed, the performance obligation is the completion of enrollment of the patient and providing access to care. Fee-for-service revenue generally relates to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied. Capitated revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment of At-risk premium less an administrative charge for reporting on enrollees on a per patient basis (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members. Settlements with third-party payors for retroactive adjustments due to capitation risk adjustment, or claim audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors: · Geography of the service location · Demographics of members · Health needs of members · Method of reimbursement (capitation or fee for service) · Enrollment changes · Rate changes · For fee for service activities, the payors (for example, Medicare, Medicaid, commercial insurance, patient) which have different reimbursement/payment methodologies. The Company has elected the practical expedient allowed under Financial Accounting Standards Board (FASB) ASC 606‑10‑32‑18 and does not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to the Company’s expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. The Company has applied the practical expedient provided by FASB ASC 340‑40‑25‑4 and all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. For the three months ended March 31, 2021 and 2020, substantially all of the revenue recognized by the Company was from goods and services, namely, providing access to physicians and wellness centers. The Company had agreements in place with the payors listed below. Payor sources of capitated revenue for each period presented were as follows: Three months ended Three months ended March 31, 2021 March 31, 2020 HealthSun 83 % 95 % Simply Healthcare 7 % 5 % Humana 6 % 0 % CarePlus 3 % 0 % Medica 1 % 0 % 100 % 100 % Other Patient Service Revenue Other patient service revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination services and care management services and is also comprised of fee-for-service revenue. This is recognized at the time of service for patients who are not covered under capitated arrangements. Goodwill and Intangible Assets Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $10,067,730 at March 31, 2021 and December 31, 2020. Pursuant to ASC 350, “Intangibles — Goodwill and Other,” we review goodwill annually in the 4th quarter or whenever significant events or changes indicate the possibility of impairment. For purposes of the annual goodwill impairment assessment, the Company has identified a single reporting unit. The most recently completed impairment test of goodwill was performed in the fourth quarter of 2020, and it was determined that no impairment existed. There were no changes to the carrying amount of goodwill from December 31, 2020 to March 31, 2021. Identifiable intangible assets with a finite useful life are amortized over their useful lives. The Company has elected to amortize risk contract intangible assets over an 11‑year period and non-competition agreement intangible assets over a 5‑year period. We review the recoverability of long-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Identifiable Intangible Assets The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class: Gross Carrying Accumulated Weighted Average Amount Amortization Net Book Value Amortization Period (years) March 31, 2021 Risk Contracts $ 8,174,299 $ (867,318) $ 7,306,981 11 Non-compete agreements 1,319,883 (303,404) 1,016,479 5 Total $ 9,494,182 $ (1,170,722) $ 8,323,460 Gross Carrying Accumulated Weighted Average Amount Amortization Net Book Value Amortization Period (years) December 31, 2020 Risk Contracts $ 8,174,299 $ (681,538) $ 7,492,761 11 Non-compete agreements 1,319,883 (237,409) 1,082,474 5 Total $ 9,494,182 $ (918,947) $ 8,575,235 The estimated amortization expense related to the fair value of acquired intangible assets for the remainder of 2021 and each of the succeeding five years is: Amount Remainder of 2021 $ 755,321 2022 1,007,095 2023 998,291 2024 944,368 2025 841,215 2026 743,118 $ 5,289,408 Property and Equipment Property and equipment is recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful life of each class of depreciable asset and is computed on the straight-line method. Leasehold improvements are depreciated over the lesser of the length of the related lease plus any renewal options or the estimated life of the asset. A summary of estimated useful lives is as follows: Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years Income Taxes All entities of the Company are organized as limited liability companies, or LLCs. As a result, the federal and state income tax consequences of the Company’s operations are the direct responsibility of the unitholders. We record uncertain tax positions on the basis of the two-step process in ASC 740 in which we 1) determine whether it is more likely than not that the tax position will be sustained on the basis of the merits of the position and 2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Medical Expenses Medical expenses include capitation payments and fee for service claims paid, claims in process and pending, and an estimate of unreported claims and charges by physicians, hospitals, and other health care providers for services rendered to enrollees during the period. Changes to prior-period estimates of medical expenses are reflected in the current period. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. The presentation of administrative fees associated with the Company’s capitated revenue previously presented as a component Selling, General and Administrative Expenses in the prior year financial statements has been reclassified to conform to the current year presentation as a reduction of capitated revenue. This reclassification had no effect on the reported results of operations, balance sheets or statements of cash flows. Three months ended March 31, 2020 As Reported Revised Capitated Revenue $ 29,124,807 $ 25,041,525 Selling, General and Administrative Expenses $ 9,607,533 $ 5,524,251 Recently Adopted Accounting Pronouncements In October 2018, the FASB issued ASU 2018-17, Consolidation — Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) (“ASU 2018-17”). ASU 2018-17 eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. ASU 2018-17 is effective for a public company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. All entities are required to apply the adjustments in ASU 2018-17 retrospectively with a cumulative-effect adjustment to members’ equity at the beginning of the earliest period presented. Early adoption is permitted. The Company adopted the standard on January 1, 2021 with no material effect on its combined financial statements and related disclosures. In August 2018, the FASB issued ASC 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure for Fair Value Measurement (“ASU 2018‑13”), which modifies the disclosure requirements for fair value measurements. ASU 2018‑13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company adopted the new guidance on January 1, 2020, noting no impact on its combined financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016‑02, Leases (“ASU 2016‑02”), which amends the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. ASU 2016‑02 also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. In June 2020, the FASB issued ASU 2020‑05 that deferred the required effective date for non- issuers to fiscal years beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. The Company will therefore adopt ASU 2016‑02 on January 1, 2022. Because of the number of leases the Company utilizes to support its operations, the adoption of ASU 2016‑02 is expected to have a significant impact on the Company’s combined financial position and results of operations. Management is currently evaluating the extent of this anticipated impact on the Company’s combined financial statements, including quantitative and qualitative factors, as well as any changes to its leasing strategy that may be needed. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”). ASU 2016‑13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for us beginning January 1, 2022. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. The Company plans to adopt this standard on January 1, 2022 and does not believe adoption will have a material effect on its combined financial statements. Recent Accounting Pronouncements Not Yet Adopted In January 2020, the FASB issued ASU 2020‑01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) — Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020‑01”). ASU 2020‑01 clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2020‑01 will have on its combined financial statements. We do not expect that any other recently issued accounting guidance will have a significant effect on our combined financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include the valuation of and related impairment recognition of long-lived assets, including intangibles and goodwill and settlements related to revenue and the revenue accrual. Actual results could differ from those estimates. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions might be in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company’s concentration of credit risk in accounts receivable is limited by the diversity, geography and number of patients and payers. HealthSun Health Plans (“HealthSun”) represented approximately 100% and 98% of the Company’s accounts receivable balance as of December 31, 2020 and 2019, respectively. HealthSun represented 90% and 99% of the Company’s revenues for the years ended December 31, 2020 and 2019, respectively. Revenue Recognition Since capitated revenue is received regardless of whether services are performed, the performance obligation is the completion of enrollment of the patient and providing access to care. Fee-for-service revenue generally relates to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied. Capitated revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment per patient per month (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. The Company is responsible for incurring or paying for the cost of healthcare services required by that patient population. Fees are recorded gross in revenues because the Company is acting as a principal in arranging for, providing and controlling the managed healthcare services provided to the managed care payors’ eligible enrolled members. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members. Settlements with third-party payors for retroactive adjustments due to capitation risk adjustment, or claim audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors: · Geography of the service location · Demographics of members · Health needs of members · Method of reimbursement (capitation or fee for service) · Enrollment changes · Rate changes · For fee for service activities, the payors (for example, Medicare, Medicaid, commercial insurance, patient) which have different reimbursement/payment methodologies. The Company has elected the practical expedient allowed under Financial Accounting Standards Board (FASB) ASC 606‑10‑32‑18 and does not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to the Company’s expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. The Company has applied the practical expedient provided by FASB ASC 340‑40‑25‑4 and all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. For the years ended December 31, 2020 and 2019 substantially all of the revenue recognized by the Company was from goods and services, namely, providing access to physicians and wellness centers. The Company had agreements in place with the payors listed below. Payor sources of capitated revenue for each period presented were as follows: Year ended Year ended December 31, 2020 December 31, 2019 HealthSun 90 % 99 % Simply Healthcare 6 % 1 % Humana 2 % — Preferred Care 1 % — CarePlus 1 % — 100 % 100 % Other Patient Service Revenue Other patient service revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination services and care management services and is also comprised of fee-for-service revenue. This is recognized at the time of service for patients who are not covered under capitated arrangements. Cash and Cash Equivalents The Company considers all highly-liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of these assets approximates fair value. At times, amounts on deposit may be in excess of the Federal Deposit Insurance Corporation (FDIC) limit. Accounts Receivable Accounts Receivable consists of estimated risk adjustment settlements due from payors as described above, estimated settlements under the Medicare Part D program, and capitated funds withheld by payors subject to final settlement, less estimated claims outstanding. See Note 3 for additional detail on payor contracts. Inventories Inventories are measured at the lower of cost (first in, first out method) or net realizable value. Deferred Financing Costs The Company has adopted the accounting guidance in FASB Accounting Standards Update (ASU) No. 2015‑03, Interest-Imputation of Interest (Subtopic 835‑30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015‑03 requires an entity to present debt issuance costs as a direct deduction from the face amount of the related borrowings, amortize debt issuance costs using the effective interest method over the term of the related debt, and record amortization expense as a component of interest expense. On December 10, 2020, the Company amended the existing loan and security agreement with a third party and increased its borrowing by $8.5 million (see Note 7). Deferred financing costs associated with this increased debt amount were approximately $382,000. The amendment resulted in a loss on extinguishment of debt which included lender fees. Related amortization expense for the years ended December 31, 2020 and 2019 was $245,356 and $69,140, respectively. The amortization expense is calculated on a straight-line basis, which approximates the effective interest method. Goodwill and Intangible Assets Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $10,067,730 and $5,577,030 at December 31, 2020 and 2019, respectively. Pursuant to ASC 350, “Intangibles — Goodwill and Other,” we review goodwill annually in the 4th quarter or whenever significant events or changes indicate the possibility of impairment. For purposes of the annual goodwill impairment assessment, the Company has identified a single reporting unit. The most recently completed impairment test of goodwill was performed in the fourth quarter of 2020, and it was determined that no impairment existed. The following table displays a roll-forward of the carrying amount of goodwill by subsidiary from December 31, 2018 to December 31, 2020: Total Hiahleah Coral Way Tamarac Havana 1 Havana 2 Company Balances as of December 31, 2018 $ 186,150 $ 322,998 $ — $ — $ — 509,148 Goodwill Acquired — — 5,067,882 5,067,882 Impairment Losses — — — — Balances as of December 31, 2019 186,150 322,998 5,067,882 — — 5,577,030 Goodwill Acquired — — — 1,570,700 2,920,000 4,490,700 Impairment Losses — — — — — — Balances as of December 31, 2020 $ 186,150 $ 322,998 $ 5,067,882 $ 1,570,700 $ 2,920,000 $ 10,067,730 Identifiable intangible assets with a finite useful life are amortized over their useful lives. The Company has elected to amortize risk contract intangible assets over an 11‑year period and non-competition agreement intangible assets over a 5‑year period. Net intangible assets, subject to amortization, amounted to $8,575,235 and $5,043,021 at December 31, 2020 and 2019, respectively. We review the recoverability of long-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Amortization expense for intangible assets totaled $642,786 and $243,344 for the years ended December 31, 2020 and 2019, respectively. Expected annual amortization expense for these assets over the next five years and thereafter is as follows: Year ending December 31 Amount 2021 2022 2023 2024 2025 thereafter $ The following table displays a summary of identified intangible assets by asset type from December 31, 2018 to December 31, 2020: Risk Non-competition Total Contracts Agreements Intangible Assets Balances as of December 31, 2018 $ 395,287 $ 61,078 $ 456,365 Intangible Assets Acquired 4,180,000 650,000 4,830,000 Less Amortization Expense (180,617) (62,727) (243,344) Balances as of December 31, 2019 4,394,670 648,351 5,043,021 Intangible Assets Acquired 3,575,000 600,000 4,175,000 Less Amortization Expense (476,905) (165,881) (642,786) Balances as of December 31, 2020 $ 7,492,765 $ 1,082,470 $ 8,575,235 Property and Equipment Property and equipment is recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful life of each class of depreciable asset and is computed on the straight-line method. Leasehold improvements are depreciated over the lesser of the length of the related lease plus any renewal options or the estimated life of the asset. A summary of estimated useful lives is as follows: Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years Income Taxes All entities of the Company are organized as limited liability companies, or LLCs. As a result, the federal and state income tax consequences of the Company’s operations are the direct responsibility of the unitholders. We record uncertain tax positions on the basis of the two-step process in ASC 740 in which we 1) determine whether it is more likely than not that the tax position will be sustained on the basis of the merits of the position and 2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Advertising and Promotional Costs The Company expenses advertising and promotional costs when incurred. Advertising and promotional expenses were approximately $476,000 and $631,000 for the years ended December 31, 2020 and 2019, respectively. Medical Expenses Medical expenses include capitation payments and fee for service claims paid, claims in process and pending, and an estimate of unreported claims and charges by physicians, hospitals, and other health care providers for services rendered to enrollees during the period. Changes to prior-period estimates of medical expenses are reflected in the current period. Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board issued Accounting Standards Update (ASU) 2014‑09, Revenue from Contracts with Customers (Topic 606) (ASU 2014‑09). ASU 2014‑09’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the organization expects to be entitled in exchange for those goods or services. ASU 2014‑09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company early adopted ASU 2014‑09 on January 1, 2018 as described herein. ASU 2014‑09 requires entities to exercise more judgment and recognize revenue using a five-step process. The Company adopted ASU 2014‑09 using the modified retrospective method for all contracts effective January 1, 2018 and is applied individually to managed care contracts as explained in Note 3, and using a portfolio approach to group contracts with similar characteristics and analyze historical cash collections trends for other revenue sources. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the combined financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of members’ equity at the date of initial application. Prior periods have not been adjusted and no cumulative-effect adjustment in members’ equity was recorded. The impact of adopting ASU 2014‑09 did not have a significant impact on the Company’s combined balance sheet or combined statement of income. The Company evaluated the nature, amount, timing and uncertainty of revenue and cash flows using the five-step process provided within ASU 2014‑09. Revenue is primarily derived through capitated premium revenue under the payor agreement described herein. In January 2017, the FASB issued ASU 2017‑01, Business Combinations, Clarifying the Definition of a Business to address acquisitions of assets being accounted for as acquisitions of businesses by acquirers. A screen of the elements of a business was presented to aid in the determination of what constitutes a business. This ASU is effective for public business entities in annual periods beginning after December 15, 2017 including interim periods within those periods. We adopted the ASU on January 1, 2018. In August 2018, the FASB issued ASC 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure for Fair Value Measurement (“ASU 2018‑13”), which modifies the disclosure requirements for fair value measurements. ASU 2018‑13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company adopted the new guidance on January 1, 2020, noting no impact on its combined financial statements and related disclosures. In January 2017, the FASB issued ASU 2017‑04, Simplifying the Test for Goodwill Impairment to eliminate Step 2 of the goodwill impairment test requiring procedures to determine the fair value of a reporting unit and assigning it to all of its assets and liabilities, which was time consuming and costly. The ASU is effective for public business entities in fiscal years beginning after December 15, 2019. We adopted the ASU on January 1, 2020 with no impact to our financial statements. In March 2020, the FASB issued ASU 2020‑04, Reference Rate Reform in response to concerns about structural risks of interbank offering rates. The amendments apply to contracts, hedging relationships and other transactions that reference LIBOR or other reference rate expected to be discontinued. Because of reference rate reform, modifications of contracts within the scope of Topics 310, Receivables and 470, Debt should be accounted for prospectively by adjusting the effective interest. Amendments in the update are effective for all entities as of March 12, 2020 through December 31, 2022. The Company has elected to apply the amendments for any contract modifications that are received for Topic 470, Debt, prospectively, effective with the interim period which begins January 1, 2020. The Company has not received any contract modifications and therefore has incurred no changes to its financial statements. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016‑02, Leases (“ASU 2016‑02”), which amends the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. ASU 2016‑02 also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. In June 2020, the FASB issued ASU 2020‑05 that deferred the required effective date for non- issuers to fiscal years beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. The Company will therefore adopt ASU 2016‑02 on January 1, 2022. Because of the number of leases the Company utilizes to support its operations, the adoption of ASU 2016‑02 is expected to have a significant impact on the Company’s combined financial position and results of operations. Management is currently evaluating the extent of this anticipated impact on the Company’s combined financial statements, including quantitative and qualitative factors, as well as any changes to its leasing strategy that may be needed. In October 2018, the FASB issued ASU 2018‑17, Consolidation — Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) (“ASU 2018‑17”). ASU 2018‑17 eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. ASU 2018‑17 is effective for a public company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. All entities are required to apply the adjustments in ASU 2018‑17 retrospectively with a cumulative-effect adjustment to members’ equity at the beginning of the earliest period presented. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018‑17 will have on its combined financial statements and related disclosures. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”). ASU 2016‑13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for us beginning January 1, 2022. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. The Company plans to adopt this standard on January 1, 2023 and does not believe adoption will have a material effect on its combined financial statements. Recent Accounting Pronouncements Not Yet Adopted In January 2020, the FASB issued ASU 2020‑01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) — Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020‑01”). ASU 2020‑01 clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2020‑01 will have on its combined financial statements. We do not expect that any other recently issued accounting guidance will have a significant effect on our combined financial statements. |
PAYOR AND PROVIDER AGREEMENTS
PAYOR AND PROVIDER AGREEMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
PAYOR AND PROVIDER AGREEMENTS | ||
PAYOR AND PROVIDER AGREEMENTS | NOTE 3. PAYOR AND PROVIDER AGREEMENTS Payor Agreements For the three months ended March 31, 2021 and 2020, 83% and 95% of the Company’s capitated revenue was as a result of one payor agreement, the MSO Risk Agreement we have with HealthSun. Under the MSO Risk Agreement, MHP receives per patient per month Medicare premiums for attributed members passed down from the payor, less related expenses including reductions for sequestration, applicable premium taxes, an administrative fee of 15%, and applicable medical expenses. Funding is provided through capitation payments to MHP of approximately 30% of 85% of the gross premiums, with remaining settle up occurring after reconciliation of applicable medical expenses (capitation and fee for service) and other applicable settlements such as retroactive Medicare risk adjustments, and Medicare Part D Low Income Cost Sharing (LICS), Reinsurance, and Risk Corridor program settlements. With only the capitated premiums paid up front to MHP, the payor maintains a running service fund balance with the remaining withheld funds to cover the other expense and settlement items above, including estimates for incurred but not reported (IBNR) claims, and the CMS risk adjustment and Part D settlements described above. The Company maintains its own estimates for these settlements and tracks the running balance with the payor, with the net estimated amount due from or to the payor recorded in due from/to health plans in the accompanying combined balance sheets. In the accompanying combined statements of operations, the impact from Part D settlements is included with medical expenses. All other medical expenses for both downstream capitation payments to providers, and fee for service expenses, are included in medical expenses. MHP also has other MSO arrangements similar in practice to the agreement explained above, however they make up approximately 17% and 5% or less of total capitated revenue, for the three months ended March 31, 2021 and 2020. Provider Agreements MHP also has downstream provider agreements with all the combined Medical Center entities, as well as unrelated medical providers. These agreements generally have a capitation component with a fixed per patient per month payment provided to the contracted provider. Some providers also share in the risk of the members under the MSO Risk Agreement explained above. All expenses for capitation and other risk sharing arrangements for downstream risk providers are included in medical expenses in the accompanying combined statements of operations. For providers with risk sharing, a running balance is tracked similar to the balance under the MSO Risk Agreement described above, but at an individual entity-level. Any amounts due to or from these at-risk providers are included in risk settlements due from/to providers in the accompanying combined balance sheets. All revenue and expense for combined Medical Center entities and any intercompany balances due under the provider agreements have been eliminated in the combined financial statements. | NOTE 3. PAYOR AND PROVIDER AGREEMENTS Payor Agreements For the years ended December 31, 2020 and 2019, 90% and 99% of the Company’s capitated revenue was a result of one payor agreement, the MSO Risk Agreement we have with HealthSun. Under the MSO Risk Agreement, MHP receives per patient per month Medicare premiums for attributed members passed down from the payor, less related expenses including reductions for sequestration, applicable premium taxes, an administrative fee of 15%, and applicable medical expenses. Funding is provided through capitation payments to MHP of approximately 30% of 85% of the gross premiums, with remaining settle up occurring after reconciliation of applicable medical expenses (capitation and fee for service) and other applicable settlements such as retroactive Medicare risk adjustments, and Medicare Part D Low Income Cost Sharing (LICS), Reinsurance, and Risk Corridor program settlements. With only the capitated premiums paid up front to MHP, the payor maintains a running service fund balance with the remaining withheld funds to cover the other expense and settlement items above, including estimates for incurred but not reported (IBNR) claims, and the CMS risk adjustment and Part D settlements described above. The Company maintains its own estimates for these settlements and tracks the running balance with the payor, with the net estimated amount due from or to the payor recorded in due from/to health plans in the accompanying combined balance sheets. In the accompanying combined statements of operations, the 15% administrative fee is included in administrative expenses, capitated revenue is recorded net of sequestration reductions and any impact from retroactive risk settlements. Impact from Part D settlements is included with medical expenses. All other medical expenses for both downstream capitation payments to providers, and fee for service expenses, are included in medical expenses. The administrative fee totaled approximately $17.0 million and $13.2 million for the years ended December 31, 2020 and 2019, respectively. MHP also has other MSO arrangements similar in practice to the agreement explained above, however they make up only approximately 1% or less of total capitated revenue, administrative fees, and medical expenses, respectively, for the years ended December 31, 2020 and 2019. Provider Agreements MHP also has downstream provider agreements with all the combined Medical Center entities, as well as unrelated medical providers. These agreements generally have a capitation component with a fixed per patient per month payment provided to the contracted provider. Some providers also share in the risk of the members under the MSO Risk Agreement explained above. All expenses for capitation and other risk sharing arrangements for downstream risk providers are included in medical expenses in the accompanying combined statements of operations. For providers with risk sharing, a running balance is tracked similar to the balance under the MSO Risk Agreement described above, but at an individual entity-level. Any amounts due to or from these at-risk providers are included in risk settlements due from/to providers in the accompanying combined balance sheets. All revenue and expense for combined Medical Center entities and any intercompany balances due under the provider agreements have been eliminated in the combined financial statements. |
REINSURANCE POLICY BETWEEN MSO
REINSURANCE POLICY BETWEEN MSO AND COMPANY, THE BENEFICIARY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
REINSURANCE POLICY BETWEEN MSO AND COMPANY, THE BENEFICIARY | ||
REINSURANCE POLICY BETWEEN MSO AND COMPANY, THE BENEFICIARY | NOTE 4. REINSURANCE POLICY BETWEEN MSO AND COMPANY, THE BENEFICIARY The Company has a reinsurance policy with an insurance carrier for high-dollar inpatient claims. The reinsurance policy covers most individual claims from an attachment point of $150,000 at 90%, up to an individual member maximum of $2,000,000. Reinsurance recoveries were approximately $363,000 and $133,000 for the three months ended March 31, 2021 and 2020, respectively. Reinsurance premium expense totaled approximately $412,000 and $330,000 for the three months ended March 31, 2021 and 2020, respectively. For the three months ended March 31, 2021 and 2020, both reinsurance premiums and recoveries are routed through the payor under the MSO Risk Agreement, and the impact is included net of medical expenses in the accompanying combined statements of operations. Any estimated or actual reinsurance recoveries due at year-end are included net, with due from/to health plans in the accompanying combined balance sheets. | NOTE 4. REINSURANCE POLICY BETWEEN MSO AND COMPANY, THE BENEFICIARY The Company has a reinsurance policy with an insurance carrier for high-dollar inpatient claims. The reinsurance policy covers most individual claims from an attachment point of $150,000 at 90%, up to an individual member maximum of $2,000,000. Reinsurance recoveries were approximately $310,000 and $1,479,000 for the years ended December 31, 2020 and 2019, respectively. Reinsurance premium expense totaled approximately $1,000,000 and $764,000 for the years ended December 31, 2020 and 2019, respectively. For the years ended December 31, 2020 and 2019, both reinsurance premiums and recoveries are routed through the payor under the MSO Risk Agreement, and the impact is included net of medical expenses in the accompanying combined statements of operations. Any estimated or actual reinsurance recoveries due at year-end are included net, with due from/to health plans in the accompanying combined balance sheets. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
BUSINESS COMBINATIONS | ||
BUSINESS COMBINATIONS | NOTE 5. BUSINESS COMBINATIONS Reverse Recapitalization On December 18, 2020, DFHT, CareMax, IMC and Deerfield Partners, LLP (“Deerfield”) entered into a Business Combination agreement. After completion of the closing of the business combination (the “Business Combination”), the combined company will operate under the name CareMax. Pursuant to the Business Combination agreement, DFHT will acquire all of the issued and outstanding equity interests of CareMax and IMC in exchange for a combination of cash and equity consideration in the form of Class A common shares of DFHT. As discussed further in Note 12. Subsequent Events, the Business Combination was consummated on June 8, 2021. An additional 3,500,000 and 2,900,000 shares of DFHT Class A Common Stock (the “Earnout Shares”) are payable after the Closing to the members of the CareMax Group and IMC Parent, respectively, upon satisfaction of certain conditions. The fair value of the Earnout Shares is included in the estimated fair value of the consideration payable at closing. The acquisition of CareMax will be accounted for as a reverse recapitalization in which CareMax has been determined to be the accounting acquirer. The acquisition of IMC will be accounted for as a business combination in accordance with ASC 805, Business Combinations . Completed Business Combinations On December 10, 2020, CareMax purchased the operations of and a 100% controlling financial interest in Clinica Las Americas Inc. which constitutes a business, (now operating as CareMax Medical Center of Little Havana II, LLC) through an agreement with the shareholders of Clinica Las Americas Inc. The purchase price consisted of cash of $4,125,000 plus an additional contingent payment of $875,000 for achieving certain threshold member enrollment and medical loss ratios during the threshold enrollment period. The agreement also calls for up to four additional contingent payments of $175,000 for achieving increasingly higher enrollment thresholds during the threshold enrollment period. This additional consideration is recorded in Accrued Expenses in the combined statement of operations. On July 30, 2020, CareMax purchased the operations of and 100% controlling financial interest in Cardona Medical Center Inc. which constitutes a business, (now operating as CareMax Medical Center of Little Havana, LLC, “Little Havana”) through an agreement with the shareholder of Cardona Medical Center Inc. The purchase price was $3,015,700 which includes a promissory note executed by the Company for $450,000 at 5% interest per annum. The promissory note is included in Long Term Debt on the combined balance sheets. Interest expense was $5,625 for the three months ended March 31, 2021. | NOTE 5. BUSINESS COMBINATIONS Pending Reverse Recapitalization On December 18, 2020, Deerfield Healthcare Technology Acquisitions Corp.(“DFHT”), CareMax Medical Group, LLC (“CareMax”), IMC Medical Group Holdings, LLC (“IMC”), the CareMax Group, IMC Holdings, LLC (“IMC Parent”), and Deerfield Partners, LLP (“Deerfield”) entered into a Business Combination agreement. The closing is expected to occur in the first or second quarter of 2021. After completion of the closing of the Business Combination, the combined company will operate under the name CareMax. Pursuant to the agreement, DFHT will acquire all of the issued and outstanding equity interests of CareMax and IMC in exchange for a combination of cash and equity consideration in the form of Class A common shares of DFHT. The aggregate consideration payable at the closing of the Business Combination to the members of CareMax and IMC will be approximately $364 million and $250 million, respectively, subject to the purchase price adjustments as set forth in the Business Combination Agreement (the “Closing Merger Consideration”). The Closing Merger Consideration is required to comprise of 68% and 45% in cash for each of the members of CareMax and IMC, respectively, with the remainder of the Closing Merger Consideration comprising DFHT Class A Common Stock, valued at $10.00 per share. An additional 3,500,000 and 2,900,000 shares of DFHT Class A Common Stock (the “Earnout Shares”) are payable after the Closing to the members of the CareMax Group and IMC Parent, respectively, upon satisfaction of certain conditions. Completed Business Combinations On December 10, 2020, CareMax purchased the operations of and 100% controlling financial interest in Clinica Las Americas Inc. which constitutes a business, (now operating as CareMax Medical Center of Little Havana II, LLC) through an agreement with the shareholders of Clinica Las Americas Inc. The purchase price consisted of cash of $4,125,000 plus an additional contingent payment of $875,000 for achieving certain threshold member enrollment and medical loss ratios during the threshold enrollment period. The agreement also calls for up to four additional contingent payments of $175,000 for achieving increasingly higher enrollment thresholds during the threshold enrollment period. This additional consideration is recorded in Accrued Expenses in the combined statement of operations. The revenue and net loss of Little Havana II since acquisition that are included in these combined financial statements are approximately $0.5 million and $0.3 million, respectively. The financial results for the Little Havana I acquisition for the periods prior to the acquisition would not materially change pro forma results. As a result, they are excluded from the pro forma presentation in Note 14. On July 30, 2020, CareMax purchased the operations of and 100% controlling financial interest in Cardona Medical Center Inc. which constitutes a business, (now operating as CareMax Medical Center of Little Havana, LLC, “Little Havana”) through an agreement with the shareholder of Cardona Medical Center Inc. The purchase price was $3,015,700 which includes a promissory note executed by the Company for $450,000 at 5% interest per annum. The promissory note is included in Long Term Debt on the combined balance sheets. Interest expense was $8,876 for the year ended December 31, 2020. The revenue and net loss of Little Havana since acquisition that are included in these combined financial statements are approximately $1.5 million and $0.5 million, respectively. On August 14, 2019, CareMax purchased the assets of New Life Health Group Inc (New Life),(100%), now operating as Tamarac, through an asset purchase agreement with New Life’s shareholders. The purchase price was $10,000,000, plus a possible $1,000,000 in additional compensation (“earn out”.) The $1,000,000 earn-out was earned and paid during the year ended December 31, 2020. Under the agreement, there was a $1,000,000 holdback to be paid out over three years after closing which is included in long-term debt. For the year ended December 31, 2020, one payment of approximately $330,000 was made from the holdback. The estimated fair value of the assets acquired for all business combinations during the years ended December 31, 2020 and 2019 consisted of the following as of the acquisition date: 2020 2019 Current Assets $ — $ 700,909 Property and Equipment 50,000 401,208 Security Deposit — 23,106 Identifiable Intangible Assets: Non-compete agreements 650,000 Risk Contracts 3,575,000 4,180,000 Net Assets Acquired 4,225,000 5,955,223 Excess of Consideration over Net Assets Acquired 4,490,700 5,067,882 Total Consideration $ 8,715,700 $ 11,023,105 No liabilities were assumed in the acquisitions. The excess of consideration paid over the net assets acquired is considered goodwill. The total amount of goodwill that is expected to be deductible for tax purposes is $15.9 million over a period of 15 years. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
PROPERTY AND EQUIPMENT | NOTE 6. PROPERTY AND EQUIPMENT A summary of property and equipment at March 31, 2021 and December 31, 2020 is as follows: March 31, 2021 December 31, 2020 Leasehold Improvements $ 2,725,713 $ 2,725,713 Vehicles 2,823,472 2,823,472 Furniture and Equipment 2,049,685 1,983,215 Construction in Progress 1,950,586 360,194 Total 9,549,456 7,892,594 Less: Accumulated Depreciation (3,358,497) (3,096,212) Total Property and Equipment, Net $ 6,190,959 $ 4,796,382 Construction in Progress at March 31, 2021 is made up of various leasehold improvements at the medical centers. The Company has a contractual commitment to complete the construction of the Homestead medical center with an estimated total cost of approximately $1.5 million. Plans have been submitted for the newest medical center, East Hialeah, and opening is projected in the first or second quarter of 2022. The projects are being funded internally. Depreciation expense totaled approximately $262,000 and $216,000 for the three months ended March 31, 2021 and 2020, respectively. | NOTE 6. PROPERTY AND EQUIPMENT A summary of property and equipment at December 31, 2020 and 2019 is as follows: 2020 2019 Leasehold Improvements $ 2,725,713 $ 971,558 Vehicles 2,823,472 2,823,473 Furniture and Equipment 1,983,215 1,330,185 Construction in Progress 360,194 566,794 Total 7,892,594 5,692,010 Less: Accumulated Depreciation (3,096,212) (2,237,791) Total Property and Equipment, Net $ 4,796,382 $ 3,454,219 Construction in Progress at December 31, 2020 is made up of various leasehold improvements at the medical centers. The Company has a contractual commitment to complete the construction of the Homestead medical center with an estimated total cost of approximately $1.5 million. Plans have been submitted for the newest medical center, East Hialeah, and opening is projected in the first or second quarter of 2022. The projects are being funded internally. Depreciation expense totaled $858,421 and $732,552 for the years ended December 31, 2020 and 2019, respectively. |
LONG TERM DEBT
LONG TERM DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
LONG TERM DEBT | ||
LONG TERM DEBT | NOTE 7. LONG TERM DEBT Long-term debt consisted of the following at March 31, 2021 and December 31, 2020: 2021 2020 Various vehicle notes payable with Mercedes-Benz Financial Services with monthly principal and interest payments ranging from $607 to $996 and maturing August 2024 through November 2025. Interest rates ranging from 3.99% to 5.75%. Secured by the related vehicles. $ 237,200 $ 257,023 Medical equipment note payable with Wells Fargo Equipment Finance with monthly principal and interest payments of $2,961 at an interest rate of 5.71%, matured in March 2021. Secured by the related equipment. — 6,286 Medical equipment note payable with Conestoga Equipment Finance Corp. with monthly principal and interest payments of $818 at an interest rate of 7.88%, matured in February 2021. Secured by the related equipment. — 2,037 Asset purchase agreement holdback payable in equal principal installments over three years from closing, zero interest, final payment August 2022. Unsecured. 670,087 670,087 Asset purchase agreement holdback. Balloon payment due July 2023. 5% interest per annum. Unsecured. (see Note 5) 422,404 422,404 Term loan payable due to White Oak Healthcare Finance with variable interest and principal amortization, maturing with a balloon payment in August 2024. Interest includes a base rate of the greater of 2.25% or LIBOR plus an applicable margin between 5% and 6% depending on consolidated leverage ratio. (see below) Security interest granted on all assets of the borrowing entities 24,031,102 24,184,227 Payroll Protection Plan loan from Chase Bank. Maturity date April 2022 with annual interest rate of 0.98% Unsecured. 2,164,145 2,164,145 Less: Unamortized Debt Issuance Costs (342,331) (376,900) Total Long-Term Debt 27,182,607 27,329,309 Less: Current Maturities (992,174) (1,004,703) Long-Term Debt, Less Current Maturities $ 26,190,433 $ 26,324,606 Future maturities of long-term debt outstanding at March 31, 2021 are as follows: Amount Remainder of 2021 $ 829,211 2022 3,143,563 2023 1,056,997 2024 22,488,676 2025 6,492 Total $ 27,524,939 Certain CMG entities entered into a loan and security agreement dated August 14, 2019 with a third party for a total loan commitment of $18,500,000 (“Loan Agreement”), maturing on August 14, 2024. (see above). The loan commitment was split into a $16,000,000 term loan and a fixed $2,500,000 revolving loan commitment. The revolving loan commitment was paid back on December 10, 2020. Interest on the loan commitments are calculated as the greater of 2.25% or the LIBOR Index Rate, plus an applicable margin which is 6% at the effective date and at December 31, 2020. The LIBOR Index Rate is determined monthly, and the applicable margin may be adjusted down to a floor of 5% in future periods if certain financial metric thresholds are met. Interest payments are due monthly throughout the term of the Loan Agreement. Debt issuance costs associated with the original term loan commitment were $691,395 and are being amortized on a straight-line basis over the term of the loan. Monthly principal payments on the $16 million original term loan commitment began May 1, 2020 based on the outstanding principal amount multiplied by a required amortization percentage ranging from 2.50% to 10.00%, depending on certain financial metrics. All principal amounts outstanding on the term loan are due at maturity. On December 10, 2020, certain CMG entities amended the existing loan and security agreement with the third party and increased the consolidated borrowing by $8.5 million, from $16 million to $24.5 million (see above). Monthly payments began in January 2021 and include principal and interest calculated on the same terms as the original facility. The proceeds of the loan were used to pay off the existing revolving loan commitment of $2.5 million, fund the acquisition of Clinica Las Americas, approximately $4.0 million, pay debt issuance costs, approximately $0.4 million, and in the future will be used to fund acquisitions and/or for other corporate purposes. Interest expense on the amended facility for the three months ended March 31, 2021 and 2020 was approximately $467,000 and $370,000, respectively, and is included in Interest Expense on the combined statements of operations. Under the Loan Agreement, the Company is subject to various financial and nonfinancial covenants and is in compliance with these covenants as of March 31, 2021. The Company has a requirement to deliver a calculation of consolidated excess cash flow regarding the loan and security agreement to the lender within 120 days of the fiscal year end. The Company delivered this calculation in early May 2021. Under the terms of the agreement, if certain criteria are met, the Company may be required to make additional principal payments based on a formula calculating excess cash flow. For the year ending December 31, 2020, no additional principal payments are required to be made. The borrowers under the amended Loan Agreement include CMG, MHP, Broward, Coral Way, Homestead, Miami, North Miami, Tamarac, Westchester, Havana I and Havana II. They have granted a security interest to the lender in the assets of the companies. As part of the Tamarac asset purchase agreement, a $1,000,000 holdback is to be paid out over the course of three years in equal installments from closing. During the year ended December 31, 2020, one installment payment was made and the remaining balance of approximately $670,000 is included in long-term debt on the accompanying combined balance sheets and bears no interest. | NOTE 7. LONG TERM DEBT Long-term debt consisted of the following at December 31, 2020 and 2019: 2020 2019 Various vehicle notes payable with Mercedes-Benz Financial Services with monthly principal and interest payments ranging from $607 to $996 and maturing August 2024 through November 2025. Interest rates ranging from 3.99% to 5.75%. Secured by the related vehicles $ 257,023 $ 310,479 Medical equipment note payable with Wells Fargo Equipment Finance with monthly principal and interest payments of $2,961 at an interest rate of 5.71%, maturing in March 2021. Secured by the related equipment 6,286 43,021 Medical equipment note payable with Wells Fargo Equipment Finance with monthly principal and interest payments of $1,082 at an interest rate of 5.82%, matured in July 2020. Secured by the related equipment — 5,661 Medical equipment note payable with Conestoga Equipment Finance Corp. with monthly principal and interest payments of $818 at an interest rate of 7.88%, maturing in February 2021. Secured by the related equipment 2,037 11,316 Medical equipment note payable with Conestoga Equipment Finance Corp. with monthly principal and interest payments of $844 at an interest rate of 7.74%, matured in July 2020. Secured by the related equipment — 4,541 Asset purchase agreement holdback payable in equal principal installments over three years from closing, zero interest, final payment August 2022. Unsecured. (See Note 5) 670,087 1,000,000 Asset purchase agreement holdback. Balloon payment due July 2023. 5% interest per annum. Unsecured. (see Note 5) 422,404 — Term loan payable due to White Oak Healthcare Finance with variable interest and principal amortization, maturing with a balloon payment in August 2024. Interest includes a base rate of the greater of 2.25% or LIBOR plus an applicable margin between 5% and 6% depending on consolidated leverage ratio. (see below) Security interest granted on all assets of the borrowing entities 24,184,227 16,000,000 Payroll Protection Plan loan from Chase Bank. Maturity date April 2022 with annual interest rate of 0.98% Unsecured 2,164,145 — Less: Unamortized Debt Issuance Costs (376,900) (622,256) Total Long-Term Debt 27,329,309 16,752,762 Less: Current Maturities (1,004,703) (705,054) Long-Term Debt, Less Current Maturities 26,324,606 16,047,708 Future maturities of long-term debt are as follows: Year ending December 31, Amount 2021 $ 1,004,703 2022 3,147,262 2023 1,056,997 2024 22,490,755 2025 6,492 Total $ 27,706,209 Certain CMG entities entered into a loan and security agreement dated August 14, 2019 with a third party for a total loan commitment of $18,500,000 (“Loan Agreement”), maturing on August 14, 2024. (see above). The loan commitment was split into a $16,000,000 term loan and a fixed $2,500,000 revolving loan commitment. The revolving loan commitment was paid back on December 10, 2020. Interest on the loan commitments are calculated as the greater of 2.25% or the LIBOR Index Rate, plus an applicable margin which is 6% at the effective date and at December 31, 2020. The LIBOR Index Rate is determined monthly, and the applicable margin may be adjusted down to a floor of 5% in future periods if certain financial metric thresholds are met. Interest payments are due monthly throughout the term of the Loan Agreement. Debt issuance costs associated with the original term loan commitment were $691,395 and are being amortized on a straight-line basis over the term of the loan. Monthly principal payments on the $16 million original term loan commitment begin May 1, 2020 based on the outstanding principal amount multiplied by a required amortization percentage ranging from 2.50% to 10.00%, depending on certain financial metrics. All principal amounts outstanding on the term loan commitment and revolving loan commitment are due at maturity. On December 10, 2020, certain CMG entities amended the existing loan and security agreement with the third party and increased the consolidated borrowing by $8.5 million, from $16 million to $24.5 million (see above). Monthly payments will begin in January 2021 and include principal and interest calculated on the same terms as the original facility. The proceeds of the loan were used to pay off the existing revolving loan commitment of $2.5 million, fund the acquisition of Clinica Las Americas, approximately $4.0 million, pay debt issuance costs, approximately $0.4 million, and in the future will be used to fund acquisitions and/or for other corporate purposes. Interest expense on the amended facility for the year ended December 31, 2020 was approximately $1.4 million and is included in Interest Expense on the combined statements of operations. As of December 31, 2020, the revolving loan commitment repayment had not yet been made. A loss on extinguishment of debt in the amount of approximately $450,000 was recorded in Administrative Expenses on the combined statements of operations related to the previous revolving loan commitment. Debt issuance costs associated with the increased borrowing amount were approximately $382,000 and formed part of the loss on extinguishment of debt. Under the Loan Agreement, the Company is subject to various financial and nonfinancial covenants and is in compliance with these covenants as of December 31, 2020. The Company has a requirement to deliver a calculation of consolidated excess cash flow regarding the loan and security agreement to the lender within 120 days of the fiscal year end. The Company expects that it will meet this requirement. Under the terms of the agreement, if certain criteria are met, the Company may be required to make additional principal payments based on a formula calculating excess cash flow. The borrowers under the amended Loan Agreement include CMG, MHP, Broward, Coral Way, Homestead, Miami, North Miami, Tamarac, Westchester, Havana I and Havana II. They have granted a security interest to the lender in the assets of the companies. Proceeds from the original term loan amount of $16 million were used to fund the purchase of New Life Health Group, Inc. (see Note 5), now operating as Tamarac, to refinance existing vehicle loans at the time of closing, and to pay related legal and financing fees. As part of the asset purchase agreement described in Note 5, a $1,000,000 holdback is to be paid out over the course of three years in equal installments from closing. During the year ended December 31, 2020, one installment payment was made and the remaining balance of approximately $670,000 is included in long-term debt on the accompanying combined balance sheets and bears no interest. |
EQUITY METHOD INVESTMENTS, VARI
EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS | ||
EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS | NOTE 8. EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS CMG has a 49% ownership interest in Care Smile, LLC (Care Smile) which is accounted for under the equity method. Care Smile is a dental care organization with majority ownership by the dental provider, who is the spouse of a board member, owner, and management individual of CareMax. The balance of the equity investment in Care Smile was $ — 0- as of March 31, 2021 and December 31, 2020, as a result of accumulated losses. There were no contributions to or distributions from Care Smile during the three months ended March 31, 2021 and the year ended December 31, 2020. Summarized financial information for Care Smile as of March 31, 2021 and December 31, 2020 is as follows: March 31, 2021 December 31, 2020 Total Assets $ 93,591 $ 93,720 Total Liabilities $ 243,833 $ 243,926 Care Smile recorded a net loss of $46 for the three months ended March 31, 2021 and a net profit of $26,752 for the three months ended March 31, 2020. MHP pays for dental services provided to enrollees by Care Smile on a capitated basis. Total capitation payments for the three months ended March 31, 2021 and 2020 were $0 and $182,000, respectively. Care Optimize, LLC ("Care Optimize") is an affiliate of CMG and is a consulting and technology company that helps physicians move along the valued based care spectrum, from fee for service to the full value-based care model practiced by CMG. During the three months ended March 31, 2021, CMG advanced Care Optimize funds to help further product development of Care Optimize's proprietary technology platform. | NOTE 8. EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS CMG has a 49% ownership interest in Care Smile, LLC (Care Smile) which is accounted for under the equity method. Care Smile is a dental care organization with majority ownership by the dental provider, who is the spouse of a board member, owner, and management individual of CareMax. The balance of the equity investment in Care Smile was $‑0‑ as of December 31, 2020 and 2019, as a result of accumulated losses. There were no contributions to or distributions from Care Smile during the years ended December 31, 2020 and 2019. Summarized financial information for Care Smile as of and for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Net Loss $ (96,927) $ (20,630) Total Assets $ 93,720 $ — Total Liabilities $ 243,926 $ 53,278 MHP pays for dental services provided to enrollees by Care Smile on a capitated basis. Total capitation payments for the years ended December 31, 2020 and 2019 were approximately $222,000 and $637,000, respectively. |
OPERATING LEASES AND COMMITMENT
OPERATING LEASES AND COMMITMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OPERATING LEASES AND COMMITMENTS | ||
OPERATING LEASES AND COMMITMENTS | NOTE 9. OPERATING LEASES AND COMMITMENTS The Company has entered into non-cancelable operating lease agreements for office and clinical space expiring at various times through 2031. Future minimum rental payments and related expenses under these lease agreements, including renewal terms if the Company is planning on renewing the leases, consisted of the following at March 31, 2021: Amount Remainder of 2021 2,838,066 2022 3,239,967 2023 3,229,408 2024 2,979,123 2025 2,886,998 thereafter 16,293,102 Total $ 31,466,664 The optional renewal terms for the medical centers that have them in their lease agreements are as follows: Legal Entity Optional Renewal Term CareMax Medical Group Tamarac One ten year period Managed Health Care Partners Two five year periods CareMax Medical Group North Miami Two five year periods CareMax Medical Group Hialeah One five year period CareMax Medical Group Miami One five year period CareMax Little Havana 1 Five one year periods CareMax East Hiahleah Two five year periods The Company also has entered into non-cancelable operating lease or service agreements for office equipment and software. Future minimum commitments under these agreements at March 31, 2021 are approximately $7,000. Rent expense, including other related expenses for property taxes, sale taxes, and utilities, was approximately $700,000 and $468,000 for the three ended months ended March 31, 2021 and 2020, respectively. This expense item is included in the Administrative Expenses line item on the Statements of Operations. | NOTE 11. OPERATING LEASES AND COMMITMENTS The Company has entered into non-cancelable operating lease agreements for office and clinical space expiring at various times through 2031. Future minimum rental payments and related expenses under these lease agreements, including renewal terms if the Company is planning on renewing the leases, consisted of the following at December 31, 2020: Year ending December 31, Amount 2021 3,320,162 2022 2,721,673 2023 2,695,461 2024 2,429,073 2025 2,320,395 Thereafter 14,904,083 Total $ 28,390,847 The optional renewal terms for the medical centers that have them in their lease agreements are as follows: Legal Entity Optional Renewal Term CareMax Medical Group Tamarac One ten year period Managed Health Care Partners Two five year periods CareMax Medical Group North Miami Two five year periods CareMax Medical Group Hialeah One five year period CareMax Medical Group Miami One five year period CareMax Little Havana 1 Five one year periods CareMax East Hiahleah Two five year periods The Company also has entered into non-cancelable operating lease or service agreements for office equipment and software. Future minimum commitments under these agreements at December 31, 2020 are approximately $18,000. Rent expense, including other related expenses for property taxes, sale taxes, and utilities, was approximately $2,075,000 and $1,677,000 for the years ended December 31, 2020 and 2019, respectively. This expense item is included in the Administrative Expenses line item on the Statements of Operations. |
LITIGATION AND CONTINGENCIES
LITIGATION AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
LITIGATION AND CONTINGENCIES | ||
LITIGATION AND CONTINGENCIES | NOTE 10. LITIGATION AND CONTINGENCIES Compliance The health care industry is subject to numerous laws and regulations of federal, state, and local governments. Compliance with these laws and regulations, specifically those related to the Medicare and Medicaid programs, can be subject to government review and interpretation, as well as regulatory actions unknown and not yet asserted at this time. Management believes that the Company is in substantial compliance with current laws and regulations. Risk Management The Company is exposed to various risks of loss from torts; theft of, damage to, and destruction of assets; business interruption; errors and omissions; employment practices; employee injuries; and natural disasters. These risks are covered by commercial insurance purchased from independent third parties. Litigation The Company is involved in various legal actions arising in the normal course of business. In consultation with legal counsel, management estimates that these matters will be resolved without material adverse effect on the Company’s financial position. | NOTE 12. LITIGATION AND CONTINGENCIES Compliance The health care industry is subject to numerous laws and regulations of federal, state, and local governments. Compliance with these laws and regulations, specifically those related to the Medicare and Medicaid programs, can be subject to government review and interpretation, as well as regulatory actions unknown and not yet asserted at this time. Management believes that the Company is in substantial compliance with current laws and regulations. Risk Management The Company is exposed to various risks of loss from torts; theft of, damage to, and destruction of assets; business interruption; errors and omissions; employment practices; employee injuries; and natural disasters. These risks are covered by commercial insurance purchased from independent third parties. Litigation The Company is involved in various legal actions arising in the normal course of business. In consultation with legal counsel, management estimates that these matters will be resolved without material adverse effect on the Company’s financial position. |
SEGMENT FINANCIAL INFORMATION
SEGMENT FINANCIAL INFORMATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SEGMENT FINANCIAL INFORMATION | ||
SEGMENT FINANCIAL INFORMATION | NOTE 11. SEGMENT FINANCIAL INFORMATION The Company’s chief operating decision maker regularly reviews financial operating results on a combined basis for purposes of allocating resources and evaluating financial performance. The Company identifies operating segments based on this review by its chief operating decision makers and operates in and reports as a single operating segment, which is to care for its patients’ needs. For the periods presented, all of the Company’s long-lived assets were located in the United States, and all revenue was earned in the United States. | NOTE 13. SEGMENT FINANCIAL INFORMATION The Company’s chief operating decision maker regularly reviews financial operating results on a combined basis for purposes of allocating resources and evaluating financial performance. The Company identifies operating segments based on this review by its chief operating decision makers and operates in and reports as a single operating segment, which is to care for its patients’ needs. For the periods presented, all of the Company’s long-lived assets were located in the United States, and all revenue was earned in the United States. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS The Company has evaluated subsequent events occurring after the consolidated balance sheet date of March 31, 2021 through the date of June 14, 2021, which is the date that the unaudited condensed combined financial statements were available to be issued. On May 14, 2021, DFHT issued a press release announcing, among other things, receipt of notification from the U.S. Securities and Exchange Commission (“SEC”) that the SEC had completed its review of DFHT’s proxy statement relating to the Business Combination with CareMax and IMC. On June 4, 2021, a special meeting of the stockholders of DFHT was held to facilitate a vote to approve the Business Combination Agreement for the acquisition by DFHT of CareMax and IMC. The Business Combination Agreement provided for the sale and transfer of 100% of the equity interests in CareMax by member of the CareMax Group and IMC Holdings, LLC, a Delaware limited liability company, in favor of DFHT, and as a result of which, upon consummation of the Business Combination, CareMax and IMC legally become wholly-owned subsidiaries of DFHT. The results of the vote were finalized and as of June 8, 2021, the Business Combination was consummated. The Business Combination was funded in part through debt financing provided by an $185 million senior secured credit facility. A portion of the proceeds of the debt financing was used to repay all outstanding borrowings as of June 8, 2021 under the Loan Agreement. The debt financing results in $122 million of senior secured debt of the combined company. |
RECLASSIFICATIONS
RECLASSIFICATIONS | 3 Months Ended |
Mar. 31, 2021 | |
RECLASSIFICATIONS | |
RECLASSIFICATIONS | NOTE 13. RECLASSIFICATIONS Certain prior year amounts have been reclassified for consistency with the current year presentation. The presentation of administrative fees associated with the Company’s capitated revenue previously presented as a component Selling, General and Administrative Expenses in the prior year financial statements has been reclassified to conform to the current year presentation as a reduction of capitated revenue. This reclassification had no effect on the reported results of operations, balance sheets or statements of cash flows. Three months ended March 31, 2020 As Reported Revised Capitated Revenue $ 29,124,807 $ 25,041,525 Selling, General and Administrative Expenses $ 9,607,533 $ 5,524,251 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Use of Estimates | Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include the valuation of and related impairment recognition of long-lived assets, including intangibles and goodwill and settlements related to revenue and the revenue accrual. Actual results could differ from those estimates. | Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include the valuation of and related impairment recognition of long-lived assets, including intangibles and goodwill and settlements related to revenue and the revenue accrual. Actual results could differ from those estimates. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions might be in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. HealthSun Health Plans (“HealthSun”) represented approximately 99% and 100% of the Company’s accounts receivable balance as of March 31, 2021 and December 31, 2020, respectively. HealthSun represented 83% and 95% of the Company’s revenues for the three months ended March 31, 2021 and 2020, respectively. | Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions might be in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company’s concentration of credit risk in accounts receivable is limited by the diversity, geography and number of patients and payers. HealthSun Health Plans (“HealthSun”) represented approximately 100% and 98% of the Company’s accounts receivable balance as of December 31, 2020 and 2019, respectively. HealthSun represented 90% and 99% of the Company’s revenues for the years ended December 31, 2020 and 2019, respectively. |
Revenue Recognition | Revenue Recognition Since capitated revenue is received regardless of whether services are performed, the performance obligation is the completion of enrollment of the patient and providing access to care. Fee-for-service revenue generally relates to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied. Capitated revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment of At-risk premium less an administrative charge for reporting on enrollees on a per patient basis (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members. Settlements with third-party payors for retroactive adjustments due to capitation risk adjustment, or claim audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors: · Geography of the service location · Demographics of members · Health needs of members · Method of reimbursement (capitation or fee for service) · Enrollment changes · Rate changes · For fee for service activities, the payors (for example, Medicare, Medicaid, commercial insurance, patient) which have different reimbursement/payment methodologies. The Company has elected the practical expedient allowed under Financial Accounting Standards Board (FASB) ASC 606‑10‑32‑18 and does not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to the Company’s expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. The Company has applied the practical expedient provided by FASB ASC 340‑40‑25‑4 and all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. For the three months ended March 31, 2021 and 2020, substantially all of the revenue recognized by the Company was from goods and services, namely, providing access to physicians and wellness centers. The Company had agreements in place with the payors listed below. Payor sources of capitated revenue for each period presented were as follows: Three months ended Three months ended March 31, 2021 March 31, 2020 HealthSun 83 % 95 % Simply Healthcare 7 % 5 % Humana 6 % 0 % CarePlus 3 % 0 % Medica 1 % 0 % 100 % 100 % Other Patient Service Revenue Other patient service revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination services and care management services and is also comprised of fee-for-service revenue. This is recognized at the time of service for patients who are not covered under capitated arrangements. | Revenue Recognition Since capitated revenue is received regardless of whether services are performed, the performance obligation is the completion of enrollment of the patient and providing access to care. Fee-for-service revenue generally relates to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied. Capitated revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment per patient per month (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. The Company is responsible for incurring or paying for the cost of healthcare services required by that patient population. Fees are recorded gross in revenues because the Company is acting as a principal in arranging for, providing and controlling the managed healthcare services provided to the managed care payors’ eligible enrolled members. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members. Settlements with third-party payors for retroactive adjustments due to capitation risk adjustment, or claim audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors: · Geography of the service location · Demographics of members · Health needs of members · Method of reimbursement (capitation or fee for service) · Enrollment changes · Rate changes · For fee for service activities, the payors (for example, Medicare, Medicaid, commercial insurance, patient) which have different reimbursement/payment methodologies. The Company has elected the practical expedient allowed under Financial Accounting Standards Board (FASB) ASC 606‑10‑32‑18 and does not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to the Company’s expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. The Company has applied the practical expedient provided by FASB ASC 340‑40‑25‑4 and all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. For the years ended December 31, 2020 and 2019 substantially all of the revenue recognized by the Company was from goods and services, namely, providing access to physicians and wellness centers. The Company had agreements in place with the payors listed below. Payor sources of capitated revenue for each period presented were as follows: Year ended Year ended December 31, 2020 December 31, 2019 HealthSun 90 % 99 % Simply Healthcare 6 % 1 % Humana 2 % — Preferred Care 1 % — CarePlus 1 % — 100 % 100 % Other Patient Service Revenue Other patient service revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination services and care management services and is also comprised of fee-for-service revenue. This is recognized at the time of service for patients who are not covered under capitated arrangements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of these assets approximates fair value. At times, amounts on deposit may be in excess of the Federal Deposit Insurance Corporation (FDIC) limit. | |
Accounts Receivable | Accounts Receivable Accounts Receivable consists of estimated risk adjustment settlements due from payors as described above, estimated settlements under the Medicare Part D program, and capitated funds withheld by payors subject to final settlement, less estimated claims outstanding. See Note 3 for additional detail on payor contracts. | |
Inventories | Inventories Inventories are measured at the lower of cost (first in, first out method) or net realizable value. | |
Deferred Financing Costs | Deferred Financing Costs The Company has adopted the accounting guidance in FASB Accounting Standards Update (ASU) No. 2015‑03, Interest-Imputation of Interest (Subtopic 835‑30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015‑03 requires an entity to present debt issuance costs as a direct deduction from the face amount of the related borrowings, amortize debt issuance costs using the effective interest method over the term of the related debt, and record amortization expense as a component of interest expense. On December 10, 2020, the Company amended the existing loan and security agreement with a third party and increased its borrowing by $8.5 million (see Note 7). Deferred financing costs associated with this increased debt amount were approximately $382,000. The amendment resulted in a loss on extinguishment of debt which included lender fees. Related amortization expense for the years ended December 31, 2020 and 2019 was $245,356 and $69,140, respectively. The amortization expense is calculated on a straight-line basis, which approximates the effective interest method. | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $10,067,730 at March 31, 2021 and December 31, 2020. Pursuant to ASC 350, “Intangibles — Goodwill and Other,” we review goodwill annually in the 4th quarter or whenever significant events or changes indicate the possibility of impairment. For purposes of the annual goodwill impairment assessment, the Company has identified a single reporting unit. The most recently completed impairment test of goodwill was performed in the fourth quarter of 2020, and it was determined that no impairment existed. There were no changes to the carrying amount of goodwill from December 31, 2020 to March 31, 2021. Identifiable intangible assets with a finite useful life are amortized over their useful lives. The Company has elected to amortize risk contract intangible assets over an 11‑year period and non-competition agreement intangible assets over a 5‑year period. We review the recoverability of long-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Identifiable Intangible Assets The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class: Gross Carrying Accumulated Weighted Average Amount Amortization Net Book Value Amortization Period (years) March 31, 2021 Risk Contracts $ 8,174,299 $ (867,318) $ 7,306,981 11 Non-compete agreements 1,319,883 (303,404) 1,016,479 5 Total $ 9,494,182 $ (1,170,722) $ 8,323,460 Gross Carrying Accumulated Weighted Average Amount Amortization Net Book Value Amortization Period (years) December 31, 2020 Risk Contracts $ 8,174,299 $ (681,538) $ 7,492,761 11 Non-compete agreements 1,319,883 (237,409) 1,082,474 5 Total $ 9,494,182 $ (918,947) $ 8,575,235 The estimated amortization expense related to the fair value of acquired intangible assets for the remainder of 2021 and each of the succeeding five years is: Amount Remainder of 2021 $ 755,321 2022 1,007,095 2023 998,291 2024 944,368 2025 841,215 2026 743,118 $ 5,289,408 | Goodwill and Intangible Assets Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $10,067,730 and $5,577,030 at December 31, 2020 and 2019, respectively. Pursuant to ASC 350, “Intangibles — Goodwill and Other,” we review goodwill annually in the 4th quarter or whenever significant events or changes indicate the possibility of impairment. For purposes of the annual goodwill impairment assessment, the Company has identified a single reporting unit. The most recently completed impairment test of goodwill was performed in the fourth quarter of 2020, and it was determined that no impairment existed. The following table displays a roll-forward of the carrying amount of goodwill by subsidiary from December 31, 2018 to December 31, 2020: Total Hiahleah Coral Way Tamarac Havana 1 Havana 2 Company Balances as of December 31, 2018 $ 186,150 $ 322,998 $ — $ — $ — 509,148 Goodwill Acquired — — 5,067,882 5,067,882 Impairment Losses — — — — Balances as of December 31, 2019 186,150 322,998 5,067,882 — — 5,577,030 Goodwill Acquired — — — 1,570,700 2,920,000 4,490,700 Impairment Losses — — — — — — Balances as of December 31, 2020 $ 186,150 $ 322,998 $ 5,067,882 $ 1,570,700 $ 2,920,000 $ 10,067,730 Identifiable intangible assets with a finite useful life are amortized over their useful lives. The Company has elected to amortize risk contract intangible assets over an 11‑year period and non-competition agreement intangible assets over a 5‑year period. Net intangible assets, subject to amortization, amounted to $8,575,235 and $5,043,021 at December 31, 2020 and 2019, respectively. We review the recoverability of long-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Amortization expense for intangible assets totaled $642,786 and $243,344 for the years ended December 31, 2020 and 2019, respectively. Expected annual amortization expense for these assets over the next five years and thereafter is as follows: Year ending December 31 Amount 2021 2022 2023 2024 2025 thereafter $ The following table displays a summary of identified intangible assets by asset type from December 31, 2018 to December 31, 2020: Risk Non-competition Total Contracts Agreements Intangible Assets Balances as of December 31, 2018 $ 395,287 $ 61,078 $ 456,365 Intangible Assets Acquired 4,180,000 650,000 4,830,000 Less Amortization Expense (180,617) (62,727) (243,344) Balances as of December 31, 2019 4,394,670 648,351 5,043,021 Intangible Assets Acquired 3,575,000 600,000 4,175,000 Less Amortization Expense (476,905) (165,881) (642,786) Balances as of December 31, 2020 $ 7,492,765 $ 1,082,470 $ 8,575,235 |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful life of each class of depreciable asset and is computed on the straight-line method. Leasehold improvements are depreciated over the lesser of the length of the related lease plus any renewal options or the estimated life of the asset. A summary of estimated useful lives is as follows: Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years | Property and Equipment Property and equipment is recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful life of each class of depreciable asset and is computed on the straight-line method. Leasehold improvements are depreciated over the lesser of the length of the related lease plus any renewal options or the estimated life of the asset. A summary of estimated useful lives is as follows: Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years |
Income Taxes | Income Taxes All entities of the Company are organized as limited liability companies, or LLCs. As a result, the federal and state income tax consequences of the Company’s operations are the direct responsibility of the unitholders. We record uncertain tax positions on the basis of the two-step process in ASC 740 in which we 1) determine whether it is more likely than not that the tax position will be sustained on the basis of the merits of the position and 2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. | Income Taxes All entities of the Company are organized as limited liability companies, or LLCs. As a result, the federal and state income tax consequences of the Company’s operations are the direct responsibility of the unitholders. We record uncertain tax positions on the basis of the two-step process in ASC 740 in which we 1) determine whether it is more likely than not that the tax position will be sustained on the basis of the merits of the position and 2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. |
Advertising and Promotional Costs | Advertising and Promotional Costs The Company expenses advertising and promotional costs when incurred. Advertising and promotional expenses were approximately $476,000 and $631,000 for the years ended December 31, 2020 and 2019, respectively. | |
Medical Expenses | Medical Expenses Medical expenses include capitation payments and fee for service claims paid, claims in process and pending, and an estimate of unreported claims and charges by physicians, hospitals, and other health care providers for services rendered to enrollees during the period. Changes to prior-period estimates of medical expenses are reflected in the current period. | Medical Expenses Medical expenses include capitation payments and fee for service claims paid, claims in process and pending, and an estimate of unreported claims and charges by physicians, hospitals, and other health care providers for services rendered to enrollees during the period. Changes to prior-period estimates of medical expenses are reflected in the current period. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. The presentation of administrative fees associated with the Company’s capitated revenue previously presented as a component Selling, General and Administrative Expenses in the prior year financial statements has been reclassified to conform to the current year presentation as a reduction of capitated revenue. This reclassification had no effect on the reported results of operations, balance sheets or statements of cash flows. Three months ended March 31, 2020 As Reported Revised Capitated Revenue $ 29,124,807 $ 25,041,525 Selling, General and Administrative Expenses $ 9,607,533 $ 5,524,251 | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2018, the FASB issued ASU 2018-17, Consolidation — Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) (“ASU 2018-17”). ASU 2018-17 eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. ASU 2018-17 is effective for a public company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. All entities are required to apply the adjustments in ASU 2018-17 retrospectively with a cumulative-effect adjustment to members’ equity at the beginning of the earliest period presented. Early adoption is permitted. The Company adopted the standard on January 1, 2021 with no material effect on its combined financial statements and related disclosures. In August 2018, the FASB issued ASC 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure for Fair Value Measurement (“ASU 2018‑13”), which modifies the disclosure requirements for fair value measurements. ASU 2018‑13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company adopted the new guidance on January 1, 2020, noting no impact on its combined financial statements and related disclosures. | Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board issued Accounting Standards Update (ASU) 2014‑09, Revenue from Contracts with Customers (Topic 606) (ASU 2014‑09). ASU 2014‑09’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the organization expects to be entitled in exchange for those goods or services. ASU 2014‑09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company early adopted ASU 2014‑09 on January 1, 2018 as described herein. ASU 2014‑09 requires entities to exercise more judgment and recognize revenue using a five-step process. The Company adopted ASU 2014‑09 using the modified retrospective method for all contracts effective January 1, 2018 and is applied individually to managed care contracts as explained in Note 3, and using a portfolio approach to group contracts with similar characteristics and analyze historical cash collections trends for other revenue sources. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the combined financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of members’ equity at the date of initial application. Prior periods have not been adjusted and no cumulative-effect adjustment in members’ equity was recorded. The impact of adopting ASU 2014‑09 did not have a significant impact on the Company’s combined balance sheet or combined statement of income. The Company evaluated the nature, amount, timing and uncertainty of revenue and cash flows using the five-step process provided within ASU 2014‑09. Revenue is primarily derived through capitated premium revenue under the payor agreement described herein. In January 2017, the FASB issued ASU 2017‑01, Business Combinations, Clarifying the Definition of a Business to address acquisitions of assets being accounted for as acquisitions of businesses by acquirers. A screen of the elements of a business was presented to aid in the determination of what constitutes a business. This ASU is effective for public business entities in annual periods beginning after December 15, 2017 including interim periods within those periods. We adopted the ASU on January 1, 2018. In August 2018, the FASB issued ASC 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure for Fair Value Measurement (“ASU 2018‑13”), which modifies the disclosure requirements for fair value measurements. ASU 2018‑13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company adopted the new guidance on January 1, 2020, noting no impact on its combined financial statements and related disclosures. In January 2017, the FASB issued ASU 2017‑04, Simplifying the Test for Goodwill Impairment to eliminate Step 2 of the goodwill impairment test requiring procedures to determine the fair value of a reporting unit and assigning it to all of its assets and liabilities, which was time consuming and costly. The ASU is effective for public business entities in fiscal years beginning after December 15, 2019. We adopted the ASU on January 1, 2020 with no impact to our financial statements. In March 2020, the FASB issued ASU 2020‑04, Reference Rate Reform in response to concerns about structural risks of interbank offering rates. The amendments apply to contracts, hedging relationships and other transactions that reference LIBOR or other reference rate expected to be discontinued. Because of reference rate reform, modifications of contracts within the scope of Topics 310, Receivables and 470, Debt should be accounted for prospectively by adjusting the effective interest. Amendments in the update are effective for all entities as of March 12, 2020 through December 31, 2022. The Company has elected to apply the amendments for any contract modifications that are received for Topic 470, Debt, prospectively, effective with the interim period which begins January 1, 2020. The Company has not received any contract modifications and therefore has incurred no changes to its financial statements. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016‑02, Leases (“ASU 2016‑02”), which amends the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. ASU 2016‑02 also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. In June 2020, the FASB issued ASU 2020‑05 that deferred the required effective date for non- issuers to fiscal years beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. The Company will therefore adopt ASU 2016‑02 on January 1, 2022. Because of the number of leases the Company utilizes to support its operations, the adoption of ASU 2016‑02 is expected to have a significant impact on the Company’s combined financial position and results of operations. Management is currently evaluating the extent of this anticipated impact on the Company’s combined financial statements, including quantitative and qualitative factors, as well as any changes to its leasing strategy that may be needed. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”). ASU 2016‑13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for us beginning January 1, 2022. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. The Company plans to adopt this standard on January 1, 2022 and does not believe adoption will have a material effect on its combined financial statements. Recent Accounting Pronouncements Not Yet Adopted In January 2020, the FASB issued ASU 2020‑01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) — Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020‑01”). ASU 2020‑01 clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2020‑01 will have on its combined financial statements. We do not expect that any other recently issued accounting guidance will have a significant effect on our combined financial statements. | Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016‑02, Leases (“ASU 2016‑02”), which amends the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. ASU 2016‑02 also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. In June 2020, the FASB issued ASU 2020‑05 that deferred the required effective date for non- issuers to fiscal years beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. The Company will therefore adopt ASU 2016‑02 on January 1, 2022. Because of the number of leases the Company utilizes to support its operations, the adoption of ASU 2016‑02 is expected to have a significant impact on the Company’s combined financial position and results of operations. Management is currently evaluating the extent of this anticipated impact on the Company’s combined financial statements, including quantitative and qualitative factors, as well as any changes to its leasing strategy that may be needed. In October 2018, the FASB issued ASU 2018‑17, Consolidation — Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) (“ASU 2018‑17”). ASU 2018‑17 eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. ASU 2018‑17 is effective for a public company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. All entities are required to apply the adjustments in ASU 2018‑17 retrospectively with a cumulative-effect adjustment to members’ equity at the beginning of the earliest period presented. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018‑17 will have on its combined financial statements and related disclosures. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”). ASU 2016‑13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for us beginning January 1, 2022. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. The Company plans to adopt this standard on January 1, 2023 and does not believe adoption will have a material effect on its combined financial statements. Recent Accounting Pronouncements Not Yet Adopted In January 2020, the FASB issued ASU 2020‑01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) — Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020‑01”). ASU 2020‑01 clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2020‑01 will have on its combined financial statements. We do not expect that any other recently issued accounting guidance will have a significant effect on our combined financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Summary of payor sources of capitated revenue | The Company had agreements in place with the payors listed below. Payor sources of capitated revenue for each period presented were as follows: Three months ended Three months ended March 31, 2021 March 31, 2020 HealthSun 83 % 95 % Simply Healthcare 7 % 5 % Humana 6 % 0 % CarePlus 3 % 0 % Medica 1 % 0 % 100 % 100 % | The Company had agreements in place with the payors listed below. Payor sources of capitated revenue for each period presented were as follows: Year ended Year ended December 31, 2020 December 31, 2019 HealthSun 90 % 99 % Simply Healthcare 6 % 1 % Humana 2 % — Preferred Care 1 % — CarePlus 1 % — 100 % 100 % |
Summary of identified intangible assets by asset type | Gross Carrying Accumulated Weighted Average Amount Amortization Net Book Value Amortization Period (years) March 31, 2021 Risk Contracts $ 8,174,299 $ (867,318) $ 7,306,981 11 Non-compete agreements 1,319,883 (303,404) 1,016,479 5 Total $ 9,494,182 $ (1,170,722) $ 8,323,460 Gross Carrying Accumulated Weighted Average Amount Amortization Net Book Value Amortization Period (years) December 31, 2020 Risk Contracts $ 8,174,299 $ (681,538) $ 7,492,761 11 Non-compete agreements 1,319,883 (237,409) 1,082,474 5 Total $ 9,494,182 $ (918,947) $ 8,575,235 | The following table displays a summary of identified intangible assets by asset type from December 31, 2018 to December 31, 2020: Risk Non-competition Total Contracts Agreements Intangible Assets Balances as of December 31, 2018 $ 395,287 $ 61,078 $ 456,365 Intangible Assets Acquired 4,180,000 650,000 4,830,000 Less Amortization Expense (180,617) (62,727) (243,344) Balances as of December 31, 2019 4,394,670 648,351 5,043,021 Intangible Assets Acquired 3,575,000 600,000 4,175,000 Less Amortization Expense (476,905) (165,881) (642,786) Balances as of December 31, 2020 $ 7,492,765 $ 1,082,470 $ 8,575,235 |
Summary of roll-forward of the carrying amount of goodwill by subsidiary | The following table displays a roll-forward of the carrying amount of goodwill by subsidiary from December 31, 2018 to December 31, 2020: Total Hiahleah Coral Way Tamarac Havana 1 Havana 2 Company Balances as of December 31, 2018 $ 186,150 $ 322,998 $ — $ — $ — 509,148 Goodwill Acquired — — 5,067,882 5,067,882 Impairment Losses — — — — Balances as of December 31, 2019 186,150 322,998 5,067,882 — — 5,577,030 Goodwill Acquired — — — 1,570,700 2,920,000 4,490,700 Impairment Losses — — — — — — Balances as of December 31, 2020 $ 186,150 $ 322,998 $ 5,067,882 $ 1,570,700 $ 2,920,000 $ 10,067,730 | |
Summary of estimated amortization expense for intangible assets | Amount Remainder of 2021 $ 755,321 2022 1,007,095 2023 998,291 2024 944,368 2025 841,215 2026 743,118 $ 5,289,408 | Year ending December 31 Amount 2021 2022 2023 2024 2025 thereafter $ |
Summary of estimated useful lives of property and equipment | Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years | Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years |
Schedule of reclassifications | Three months ended March 31, 2020 As Reported Revised Capitated Revenue $ 29,124,807 $ 25,041,525 Selling, General and Administrative Expenses $ 9,607,533 $ 5,524,251 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
BUSINESS COMBINATIONS | |
Summary of estimated fair value of the assets acquired for all business combinations | 2020 2019 Current Assets $ — $ 700,909 Property and Equipment 50,000 401,208 Security Deposit — 23,106 Identifiable Intangible Assets: Non-compete agreements 650,000 Risk Contracts 3,575,000 4,180,000 Net Assets Acquired 4,225,000 5,955,223 Excess of Consideration over Net Assets Acquired 4,490,700 5,067,882 Total Consideration $ 8,715,700 $ 11,023,105 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
Summary of property and equipment | March 31, 2021 December 31, 2020 Leasehold Improvements $ 2,725,713 $ 2,725,713 Vehicles 2,823,472 2,823,472 Furniture and Equipment 2,049,685 1,983,215 Construction in Progress 1,950,586 360,194 Total 9,549,456 7,892,594 Less: Accumulated Depreciation (3,358,497) (3,096,212) Total Property and Equipment, Net $ 6,190,959 $ 4,796,382 | 2020 2019 Leasehold Improvements $ 2,725,713 $ 971,558 Vehicles 2,823,472 2,823,473 Furniture and Equipment 1,983,215 1,330,185 Construction in Progress 360,194 566,794 Total 7,892,594 5,692,010 Less: Accumulated Depreciation (3,096,212) (2,237,791) Total Property and Equipment, Net $ 4,796,382 $ 3,454,219 |
LONG TERM DEBT (Tables)
LONG TERM DEBT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
LONG TERM DEBT | ||
Summary of long-term debt | 2021 2020 Various vehicle notes payable with Mercedes-Benz Financial Services with monthly principal and interest payments ranging from $607 to $996 and maturing August 2024 through November 2025. Interest rates ranging from 3.99% to 5.75%. Secured by the related vehicles. $ 237,200 $ 257,023 Medical equipment note payable with Wells Fargo Equipment Finance with monthly principal and interest payments of $2,961 at an interest rate of 5.71%, matured in March 2021. Secured by the related equipment. — 6,286 Medical equipment note payable with Conestoga Equipment Finance Corp. with monthly principal and interest payments of $818 at an interest rate of 7.88%, matured in February 2021. Secured by the related equipment. — 2,037 Asset purchase agreement holdback payable in equal principal installments over three years from closing, zero interest, final payment August 2022. Unsecured. 670,087 670,087 Asset purchase agreement holdback. Balloon payment due July 2023. 5% interest per annum. Unsecured. (see Note 5) 422,404 422,404 Term loan payable due to White Oak Healthcare Finance with variable interest and principal amortization, maturing with a balloon payment in August 2024. Interest includes a base rate of the greater of 2.25% or LIBOR plus an applicable margin between 5% and 6% depending on consolidated leverage ratio. (see below) Security interest granted on all assets of the borrowing entities 24,031,102 24,184,227 Payroll Protection Plan loan from Chase Bank. Maturity date April 2022 with annual interest rate of 0.98% Unsecured. 2,164,145 2,164,145 Less: Unamortized Debt Issuance Costs (342,331) (376,900) Total Long-Term Debt 27,182,607 27,329,309 Less: Current Maturities (992,174) (1,004,703) Long-Term Debt, Less Current Maturities $ 26,190,433 $ 26,324,606 | 2020 2019 Various vehicle notes payable with Mercedes-Benz Financial Services with monthly principal and interest payments ranging from $607 to $996 and maturing August 2024 through November 2025. Interest rates ranging from 3.99% to 5.75%. Secured by the related vehicles $ 257,023 $ 310,479 Medical equipment note payable with Wells Fargo Equipment Finance with monthly principal and interest payments of $2,961 at an interest rate of 5.71%, maturing in March 2021. Secured by the related equipment 6,286 43,021 Medical equipment note payable with Wells Fargo Equipment Finance with monthly principal and interest payments of $1,082 at an interest rate of 5.82%, matured in July 2020. Secured by the related equipment — 5,661 Medical equipment note payable with Conestoga Equipment Finance Corp. with monthly principal and interest payments of $818 at an interest rate of 7.88%, maturing in February 2021. Secured by the related equipment 2,037 11,316 Medical equipment note payable with Conestoga Equipment Finance Corp. with monthly principal and interest payments of $844 at an interest rate of 7.74%, matured in July 2020. Secured by the related equipment — 4,541 Asset purchase agreement holdback payable in equal principal installments over three years from closing, zero interest, final payment August 2022. Unsecured. (See Note 5) 670,087 1,000,000 Asset purchase agreement holdback. Balloon payment due July 2023. 5% interest per annum. Unsecured. (see Note 5) 422,404 — Term loan payable due to White Oak Healthcare Finance with variable interest and principal amortization, maturing with a balloon payment in August 2024. Interest includes a base rate of the greater of 2.25% or LIBOR plus an applicable margin between 5% and 6% depending on consolidated leverage ratio. (see below) Security interest granted on all assets of the borrowing entities 24,184,227 16,000,000 Payroll Protection Plan loan from Chase Bank. Maturity date April 2022 with annual interest rate of 0.98% Unsecured 2,164,145 — Less: Unamortized Debt Issuance Costs (376,900) (622,256) Total Long-Term Debt 27,329,309 16,752,762 Less: Current Maturities (1,004,703) (705,054) Long-Term Debt, Less Current Maturities 26,324,606 16,047,708 |
Summary of future maturities of long-term debt | Amount Remainder of 2021 $ 829,211 2022 3,143,563 2023 1,056,997 2024 22,488,676 2025 6,492 Total $ 27,524,939 | Year ending December 31, Amount 2021 $ 1,004,703 2022 3,147,262 2023 1,056,997 2024 22,490,755 2025 6,492 Total $ 27,706,209 |
EQUITY METHOD INVESTMENTS, VA_2
EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS | ||
Summarized financial information for Care Smile | Summarized financial information for Care Smile as of March 31, 2021 and December 31, 2020 is as follows: March 31, 2021 December 31, 2020 Total Assets $ 93,591 $ 93,720 Total Liabilities $ 243,833 $ 243,926 | Summarized financial information for Care Smile as of and for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Net Loss $ (96,927) $ (20,630) Total Assets $ 93,720 $ — Total Liabilities $ 243,926 $ 53,278 |
OPERATING LEASES AND COMMITME_2
OPERATING LEASES AND COMMITMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OPERATING LEASES AND COMMITMENTS | ||
Summary of future minimum rental payments | Amount Remainder of 2021 2,838,066 2022 3,239,967 2023 3,229,408 2024 2,979,123 2025 2,886,998 thereafter 16,293,102 Total $ 31,466,664 | Year ending December 31, Amount 2021 3,320,162 2022 2,721,673 2023 2,695,461 2024 2,429,073 2025 2,320,395 Thereafter 14,904,083 Total $ 28,390,847 |
Summary of optional renewal terms that have them in their lease agreements | Legal Entity Optional Renewal Term CareMax Medical Group Tamarac One ten year period Managed Health Care Partners Two five year periods CareMax Medical Group North Miami Two five year periods CareMax Medical Group Hialeah One five year period CareMax Medical Group Miami One five year period CareMax Little Havana 1 Five one year periods CareMax East Hiahleah Two five year periods | Legal Entity Optional Renewal Term CareMax Medical Group Tamarac One ten year period Managed Health Care Partners Two five year periods CareMax Medical Group North Miami Two five year periods CareMax Medical Group Hialeah One five year period CareMax Medical Group Miami One five year period CareMax Little Havana 1 Five one year periods CareMax East Hiahleah Two five year periods |
RECLASSIFICATIONS (Tables)
RECLASSIFICATIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
RECLASSIFICATIONS | |
Schedule of reclassifications | Three months ended March 31, 2020 As Reported Revised Capitated Revenue $ 29,124,807 $ 25,041,525 Selling, General and Administrative Expenses $ 9,607,533 $ 5,524,251 |
NATURE OF BUSINESS (Details)
NATURE OF BUSINESS (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021Center | Dec. 31, 2020companyCenter | |
NATURE OF BUSINESS | ||
Number of centers in South Florida operated by entity | 11 | 12 |
Number of under construction and due to open centers | 2 | 1 |
Number of limited liability companies | company | 2 |
NATURE OF BUSINESS - Basis of P
NATURE OF BUSINESS - Basis of Presentation (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
CareMax Medical Center, LLC | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | |
Broward | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Hialeah | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Homestead | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Miami | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
North Miami | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Coral Way | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Tamarac | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Westchester | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Pembroke Pines | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Pines Care | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Little Havana One | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Little Havana Two | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
NATURE OF BUSINESS - Non Contro
NATURE OF BUSINESS - Non Controlling Interest (Details) | Dec. 14, 2020USD ($) | Feb. 29, 2020USD ($)installment | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 10, 2020 | Aug. 14, 2020 | Jul. 30, 2020 |
Nature of Business [Line Items] | |||||||||
Ownership interest acquired | 100.00% | 100.00% | 100.00% | ||||||
Consideration to acquire non-controlling interest | $ 33,333 | $ 216,766 | $ 1,896,767 | $ 473,219 | |||||
Accounts Payable | |||||||||
Nature of Business [Line Items] | |||||||||
Amount of holdback retained | $ 170,000 | ||||||||
Hialeah | |||||||||
Nature of Business [Line Items] | |||||||||
Ownership interest acquired | 25.00% | 24.00% | |||||||
Consideration to acquire non-controlling interest | $ 1,700,000 | $ 473,219 | |||||||
Non-controlling interest share | 25.00% | ||||||||
Pembroke Pines | |||||||||
Nature of Business [Line Items] | |||||||||
Ownership interest acquired | 40.00% | ||||||||
Consideration to acquire non-controlling interest | $ 400,000 | ||||||||
Lumpsum payment | $ 200,000 | ||||||||
Number of equal monthly installments | installment | 12 | ||||||||
Equal monthly installments | $ 16,667 | ||||||||
Pembroke Pines | Accounts Payable | |||||||||
Nature of Business [Line Items] | |||||||||
Remaining balance | $ 33,333 | ||||||||
Pines Care | |||||||||
Nature of Business [Line Items] | |||||||||
Ownership interest acquired | 40.00% | ||||||||
Consideration to acquire non-controlling interest | $ 100 |
NATURE OF BUSINESS - Deerfield
NATURE OF BUSINESS - Deerfield Healthcare (Details) | Dec. 18, 2020 |
Deerfield Healthcare Technology Acquisition | |
Nature of Business [Line Items] | |
Equity interest of entity acquired by parent | 100.00% |
NATURE OF BUSINESS - Additional
NATURE OF BUSINESS - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Apr. 30, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Amount of loan received | $ 2,164,145 | |
Paycheck Protection Program | ||
Debt Instrument [Line Items] | ||
Amount of loan received | $ 2,164,000 | |
Interest rates | 0.98% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - HealthSun | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts receivable | ||||
Concentration Risk [Line Items] | ||||
Concentration risk (as a percentage) | 99.00% | 100.00% | 98.00% | |
Revenue | ||||
Concentration Risk [Line Items] | ||||
Concentration risk (as a percentage) | 83.00% | 95.00% | 90.00% | 99.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Capitated Revenue (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | ||||
Capitated Revenue | 100.00% | 100.00% | 100.00% | 100.00% |
HealthSun | ||||
Concentration Risk [Line Items] | ||||
Capitated Revenue | 83.00% | 95.00% | 90.00% | 99.00% |
Simply Healthcare | ||||
Concentration Risk [Line Items] | ||||
Capitated Revenue | 7.00% | 5.00% | 6.00% | 1.00% |
Humana | ||||
Concentration Risk [Line Items] | ||||
Capitated Revenue | 6.00% | 0.00% | 2.00% | |
Preferred Care | ||||
Concentration Risk [Line Items] | ||||
Capitated Revenue | 1.00% | |||
CarePlus | ||||
Concentration Risk [Line Items] | ||||
Capitated Revenue | 3.00% | 0.00% | 1.00% | |
Medica | ||||
Concentration Risk [Line Items] | ||||
Capitated Revenue | 1.00% | 0.00% |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | ||||
Goodwill | $ 10,067,730 | $ 10,067,730 | $ 5,577,030 | $ 509,148 |
Goodwill change during the period | $ 0 | |||
Contract-Based Intangible Assets [Member] | ||||
Goodwill [Line Items] | ||||
Amortization period | 11 years | 11 years | ||
Noncompete Agreements [Member] | ||||
Goodwill [Line Items] | ||||
Amortization period | 5 years | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of identified intangible assets by asset type (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | ||||
Gross Carrying Amount | $ 9,494,182 | $ 9,494,182 | ||
Accumulated Amortization | (1,170,722) | (918,947) | ||
Net Book Value | 8,323,460 | 8,575,235 | $ 5,043,021 | $ 456,365 |
Contract-Based Intangible Assets [Member] | ||||
Goodwill [Line Items] | ||||
Gross Carrying Amount | 8,174,299 | 8,174,299 | ||
Accumulated Amortization | (867,318) | (681,538) | ||
Net Book Value | $ 7,306,981 | $ 7,492,761 | 4,394,670 | 395,287 |
Weighted Average Amortization Period (years) | 11 years | 11 years | ||
Noncompete Agreements [Member] | ||||
Goodwill [Line Items] | ||||
Gross Carrying Amount | $ 1,319,883 | $ 1,319,883 | ||
Accumulated Amortization | (303,404) | (237,409) | ||
Net Book Value | $ 1,016,479 | $ 1,082,474 | $ 648,351 | $ 61,078 |
Weighted Average Amortization Period (years) | 5 years | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Amortization Expense (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Expected annual amortization expense | ||||
2022 | $ 1,007,095 | |||
2023 | 1,007,095 | |||
2024 | 998,291 | |||
2025 | 944,368 | |||
2026 | 841,215 | |||
Thereafter | 3,777,171 | |||
Total | $ 8,323,460 | $ 8,575,235 | $ 5,043,021 | $ 456,365 |
Acquired Finite Lived Intangible Assets [Member] | ||||
Expected annual amortization expense | ||||
Remainder of 2021 | 755,321 | |||
2022 | 1,007,095 | |||
2023 | 998,291 | |||
2024 | 944,368 | |||
2025 | 841,215 | |||
2026 | 743,118 | |||
Total | $ 5,289,408 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 5 years | 5 years |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 3 years | 3 years |
Minimum | Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 15 years | 15 years |
Minimum | Furniture and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 5 years | 5 years |
Maximum | Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 39 years | 39 years |
Maximum | Furniture and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 7 years | 7 years |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reclassifications (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reclassifications | ||||
Selling, General and Administrative Expenses | $ 7,673,377 | $ 5,524,251 | $ 27,107,059 | $ 19,176,227 |
Previously Reported [Member] | Reclassification To Expenses [Member] | ||||
Reclassifications | ||||
Capitated revenue | 29,124,807 | |||
Selling, General and Administrative Expenses | 9,607,533 | |||
Revision of Prior Period, Error Correction, Adjustment [Member] | Reclassification To Expenses [Member] | ||||
Reclassifications | ||||
Capitated revenue | 25,041,525 | |||
Selling, General and Administrative Expenses | $ 5,524,251 |
PAYOR AND PROVIDER AGREEMENTS (
PAYOR AND PROVIDER AGREEMENTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | ||||
Capitated Revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Administrative Fee | $ 17,003,977 | $ 13,237,389 | ||
HealthSun | ||||
Concentration Risk [Line Items] | ||||
Capitated Revenue | 83.00% | 95.00% | 90.00% | 99.00% |
Administrative fee (as a percent) | 15.00% | 15.00% | ||
Capitation payments as percentage of gross premiums | 30.00% | 30.00% | ||
Percentage of gross premiums | 85.00% | 85.00% | ||
Administrative Fee | $ 17,000,000 | $ 13,200,000 | ||
Other MSO arrangements (as a percent) | 17.00% | 5.00% | 1.00% |
REINSURANCE POLICY BETWEEN MS_2
REINSURANCE POLICY BETWEEN MSO AND COMPANY, THE BENEFICIARY (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effects of Reinsurance [Line Items] | ||||
Individual claims (as a percent) | 90.00% | 90.00% | ||
Reinsurance recoveries | $ 363,000 | $ 133,000 | $ 310,000 | $ 1,479,000 |
Reinsurance premium expense | 412,000 | $ 330,000 | 1,000,000 | $ 764,000 |
Minimum | ||||
Effects of Reinsurance [Line Items] | ||||
Individual claims | 150,000 | 150,000 | ||
Maximum | ||||
Effects of Reinsurance [Line Items] | ||||
Individual claims | $ 2,000,000 | $ 2,000,000 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Price per share | $ 10 | |
Members of CareMax | ||
Business Acquisition [Line Items] | ||
Cash consideration (as a percent) | 68.00% | |
Earnout Shares | 3,500,000 | 3,500,000 |
Members of IMC | ||
Business Acquisition [Line Items] | ||
Cash consideration (as a percent) | 45.00% | |
Earnout Shares | 2,900,000 | 2,900,000 |
BUSINESS COMBINATIONS - Complet
BUSINESS COMBINATIONS - Completed Business Combinations (Details) | Dec. 10, 2020USD ($)agreement | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 14, 2020 | Jul. 30, 2020 |
Business Acquisition [Line Items] | |||||
Percentage of controlling financial interest acquired | 100.00% | 100.00% | 100.00% | ||
Cash purchase price | $ 2,565,700 | $ 10,023,106 | |||
Little Havana Two | |||||
Business Acquisition [Line Items] | |||||
Percentage of controlling financial interest acquired | 100.00% | ||||
Cash purchase price | $ 4,125,000 | ||||
Additional contingent payment | $ 875,000 | ||||
Number of additional contingent payments | agreement | 4 | ||||
Contingent payments for achieving increasingly higher enrollment thresholds | $ 175,000 | ||||
Revenue since acquisition | 500,000 | ||||
Net loss since acquisition | $ 300,000 |
BUSINESS COMBINATIONS - Additio
BUSINESS COMBINATIONS - Additional Information (Details) - USD ($) | Jul. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 10, 2020 | Aug. 14, 2020 |
Business Acquisition [Line Items] | |||||
Percentage of controlling financial interest acquired | 100.00% | 100.00% | 100.00% | ||
Interest expense | $ 5,625 | $ 8,876 | |||
Little Havana, LLC | |||||
Business Acquisition [Line Items] | |||||
Percentage of controlling financial interest acquired | 100.00% | ||||
Purchase price | $ 3,015,700 | ||||
Promissory note executed by the Company included in purchase price | $ 450,000 | ||||
Interest rate per annum | 5.00% | ||||
Revenue since acquisition | $ 1,500,000 | ||||
Net loss since acquisition | $ 500,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Property and Equipment, Gross | $ 9,549,456 | $ 7,892,594 | $ 5,692,010 | |
Less: Accumulated Depreciation | (3,358,497) | (3,096,212) | (2,237,791) | |
Total Property and Equipment, Net | 6,190,959 | 4,796,382 | 3,454,219 | |
Estimated total cost to complete the construction in progress | 1,500,000 | 1,500,000 | ||
Depreciation expense | 262,285 | $ 216,395 | 858,421 | 732,552 |
Leasehold Improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and Equipment, Gross | 2,725,713 | 2,725,713 | 971,558 | |
Vehicles | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and Equipment, Gross | 2,823,472 | 2,823,472 | 2,823,473 | |
Furniture and Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and Equipment, Gross | 2,049,685 | 1,983,215 | 1,330,185 | |
Construction in Progress | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and Equipment, Gross | $ 1,950,586 | $ 360,194 | $ 566,794 |
LONG TERM DEBT (Details)
LONG TERM DEBT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
LONG TERM DEBT | |||
Long-Term Debt, gross | $ 27,524,939 | $ 27,706,209 | |
Less: Unamortized Debt Issuance Costs | (342,331) | (376,900) | |
Total Long-Term Debt | 27,182,607 | 27,329,309 | $ 16,752,762 |
Less: Current Maturities | (992,174) | (1,004,703) | (705,054) |
Long-Term Debt, Less Current Maturities | 26,190,433 | $ 26,324,606 | 16,047,708 |
Holdback payments term | 3 years | ||
Various vehicle notes payable with Mercedes-Benz Financial Services | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | 237,200 | $ 257,023 | 310,479 |
Medical equipment note payable with Wells Fargo Equipment Finance with interest rate of 5.71% | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | 6,286 | 43,021 | |
Monthly principal and interest payments | $ 2,961 | $ 2,961 | |
Interest rates | 5.71% | 5.71% | |
Medical equipment note payable with Wells Fargo Equipment Finance with interest rate of 5.82% | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | 5,661 | ||
Monthly principal and interest payments | $ 1,082 | ||
Interest rates | 5.82% | ||
Medical equipment note payable with Conestoga Equipment Finance Corp with interest rate of 7.88% | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | $ 2,037 | 11,316 | |
Monthly principal and interest payments | $ 818 | $ 818 | |
Interest rates | 7.88% | 7.88% | |
Medical equipment note payable with Conestoga Equipment Finance Corp with interest rate of 7.74% | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | 4,541 | ||
Monthly principal and interest payments | $ 844 | ||
Interest rates | 7.74% | ||
Asset purchase agreement holdback payable | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | $ 670,087 | $ 670,087 | 1,000,000 |
Holdback payments term | 3 years | 3 years | |
Asset purchase agreement holdback | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | $ 422,404 | $ 422,404 | |
Interest rates | 5.00% | 5.00% | |
Term loan payable due to White Oak Healthcare Finance | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | $ 24,031,102 | $ 24,184,227 | $ 16,000,000 |
Interest rates | 2.25% | 2.25% | |
Payroll Protection Plan loan from Chase Bank | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | $ 2,164,145 | $ 2,164,145 | |
Interest rates | 0.98% | 0.98% | |
Minimum | Various vehicle notes payable with Mercedes-Benz Financial Services | |||
LONG TERM DEBT | |||
Monthly principal and interest payments | $ 607 | $ 607 | |
Interest rates | 3.99% | 3.99% | |
Minimum | LIBOR | Term loan payable due to White Oak Healthcare Finance | |||
LONG TERM DEBT | |||
Applicable margin on variable rate | 5.00% | 5.00% | |
Maximum | Various vehicle notes payable with Mercedes-Benz Financial Services | |||
LONG TERM DEBT | |||
Monthly principal and interest payments | $ 996 | $ 996 | |
Interest rates | 5.75% | 5.75% | |
Maximum | LIBOR | Term loan payable due to White Oak Healthcare Finance | |||
LONG TERM DEBT | |||
Applicable margin on variable rate | 6.00% | 6.00% |
LONG TERM DEBT - Future maturit
LONG TERM DEBT - Future maturities of long-term debt (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Future maturities of long-term debt | |||
Remainder of 2021 | $ 829,211 | ||
2022 | 3,143,563 | $ 1,004,703 | |
2023 | 1,056,997 | 3,147,262 | |
2024 | 22,488,676 | 1,056,997 | |
2025 | 6,492 | 22,490,755 | |
2025 | 6,492 | ||
Total Long-Term Debt | 27,182,607 | 27,329,309 | $ 16,752,762 |
Total Long-Term Debt | $ 27,524,939 | $ 27,706,209 |
LONG TERM DEBT - Additional inf
LONG TERM DEBT - Additional information (Details) - USD ($) | Dec. 10, 2020 | May 01, 2020 | Aug. 14, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 09, 2020 |
Debt Instrument [Line Items] | ||||||||
Deferred financing costs | $ 342,331 | $ 376,900 | ||||||
Repayments of revolving loan commitment | $ 1,350,000 | |||||||
Payments for acquisition | 2,565,700 | 10,023,106 | ||||||
Payments of debt issuance costs | 125,000 | |||||||
Loss on extinguishment of debt | (451,496) | |||||||
Amount of holdback to be paid out over three years after closing | $ 1,000,000 | |||||||
Holdback payments term | 3 years | |||||||
Long-Term Debt, gross | 27,524,939 | $ 27,706,209 | ||||||
Little Havana Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments for acquisition | $ 4,125,000 | |||||||
Tamarac | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount of holdback to be paid out over three years after closing | $ 1,000,000 | $ 1,000,000 | ||||||
Holdback payments term | 3 years | 3 years | ||||||
Loan and security agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Total loan commitment | $ 18,500,000 | |||||||
Interest rates | 2.25% | |||||||
Increase in borrowing | 8,500,000 | |||||||
Payments of debt issuance costs | 400,000 | |||||||
Interest expense | $ 467,000 | $ 370,000 | $ 1,400,000 | |||||
Loss on extinguishment of debt | $ 450,000 | |||||||
Threshold period to calculate consolidated excess cash flow | 120 days | 120 days | ||||||
Loan and security agreement | Little Havana Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments for acquisition | 4,000,000 | |||||||
Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Total loan commitment | 24,500,000 | $ 16,000,000 | $ 16,000,000 | |||||
Deferred financing costs | 691,395 | |||||||
Increase in borrowing | 8,500,000 | |||||||
Proceeds from issuance of debt | $ 16,000,000 | |||||||
Revolving loan commitment | ||||||||
Debt Instrument [Line Items] | ||||||||
Total loan commitment | $ 2,500,000 | |||||||
Repayments of revolving loan commitment | $ 2,500,000 | |||||||
Asset purchase agreement holdback payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Holdback payments term | 3 years | 3 years | ||||||
Long-Term Debt, gross | $ 670,087 | $ 670,087 | $ 1,000,000 | |||||
Minimum | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Required amortization percentage | 2.50% | |||||||
Maximum | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Required amortization percentage | 10.00% | |||||||
LIBOR | Loan and security agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin on variable rate | 6.00% | |||||||
Applicable margin, floor | 5.00% |
EQUITY METHOD INVESTMENTS, VA_3
EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS (Details) - Care Smile, LLC - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest which is accounted for under the equity method | 49.00% | 49.00% | |
Balance of the equity investment | $ 0 | $ 0 | $ 0 |
Contributions to equity method investee | $ 0 | 0 | 0 |
Distributions from equity method investee | $ 0 | $ 0 |
EQUITY METHOD INVESTMENTS, VA_4
EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS - Financial information (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Equity Method Investment, Summarized Financial Information [Abstract] | |||
Total Assets | $ 40,971,027 | $ 38,503,148 | $ 24,330,974 |
Total Liabilities | 32,942,672 | 31,776,489 | 19,384,909 |
Care Smile, LLC | |||
Equity Method Investment, Summarized Financial Information [Abstract] | |||
Total Assets | 93,591 | 93,720 | |
Total Liabilities | $ 243,833 | $ 243,926 | $ 53,278 |
EQUITY METHOD INVESTMENTS, VA_5
EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Net Income (Loss) | $ 1,301,696 | $ 3,260,810 | $ 7,600,903 | $ 6,018,657 |
Care Smile, LLC | ||||
Related Party Transaction [Line Items] | ||||
Net Income (Loss) | (46) | 26,752 | ||
Total capitation payments | $ 0 | $ 182,000 | $ 222,000 | $ 637,000 |
OPERATING LEASES AND COMMITME_3
OPERATING LEASES AND COMMITMENTS (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Future minimum rental payments | ||
2021 | $ 3,320,162 | |
Remainder of 2021 | $ 2,838,066 | |
2022 | 3,239,967 | 2,721,673 |
2023 | 3,229,408 | 2,695,461 |
2024 | 2,979,123 | 2,429,073 |
2025 | 2,886,998 | 2,320,395 |
Thereafter | 16,293,102 | 14,904,083 |
Total | $ 31,466,664 | $ 28,390,847 |
OPERATING LEASES AND COMMITME_4
OPERATING LEASES AND COMMITMENTS - Optional renewal term (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
CareMax Medical Group Tamarac | ||
Operating Leased Assets [Line Items] | ||
Optional Renewal Term | 10 years | 10 years |
Managed Health Care Partners | ||
Operating Leased Assets [Line Items] | ||
Optional Renewal Term | 25 years | 25 years |
CareMax Medical Group North Miami | ||
Operating Leased Assets [Line Items] | ||
Optional Renewal Term | 25 years | 25 years |
CareMax Medical Group Hialeah | ||
Operating Leased Assets [Line Items] | ||
Optional Renewal Term | 15 years | 15 years |
CareMax Medical Group Miami | ||
Operating Leased Assets [Line Items] | ||
Optional Renewal Term | 15 years | 15 years |
CareMax Little Havana 1 | ||
Operating Leased Assets [Line Items] | ||
Optional Renewal Term | 51 years | 51 years |
CareMax East Hiahleah | ||
Operating Leased Assets [Line Items] | ||
Optional Renewal Term | 25 years | 25 years |
OPERATING LEASES AND COMMITME_5
OPERATING LEASES AND COMMITMENTS - Future minimum commitments (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Operating Leased Assets [Line Items] | ||
Future minimum commitments | $ 31,466,664 | $ 28,390,847 |
Non-cancelable operating lease or service agreements for office equipment and software | ||
Operating Leased Assets [Line Items] | ||
Future minimum commitments | $ 7,000 | $ 18,000 |
OPERATING LEASES AND COMMITME_6
OPERATING LEASES AND COMMITMENTS - Rent expense (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING LEASES AND COMMITMENTS | ||||
Rent expense | $ 700,000 | $ 468,000 | $ 2,075,000 | $ 1,677,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | May 14, 2021 | Dec. 18, 2020 |
Secured Debt [Member] | Subsequent Event [Member] | ||
Subsequent Event | ||
Debt financing | $ 185 | |
Senior secured debt | $ 122 | |
Deerfield Healthcare Technology Acquisition | ||
Subsequent Event | ||
Equity interest of entity acquired by parent | 100.00% | |
Deerfield Healthcare Technology Acquisition | Subsequent Event [Member] | ||
Subsequent Event | ||
Equity interest of entity acquired by parent | 100.00% |
RECLASSIFICATIONS (Details)
RECLASSIFICATIONS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reclassifications | ||||
Selling, General and Administrative Expenses | $ 7,673,377 | $ 5,524,251 | $ 27,107,059 | $ 19,176,227 |
Previously Reported [Member] | Reclassification To Expenses [Member] | ||||
Reclassifications | ||||
Capitated revenue | 29,124,807 | |||
Selling, General and Administrative Expenses | 9,607,533 | |||
Revision of Prior Period, Error Correction, Adjustment [Member] | Reclassification To Expenses [Member] | ||||
Reclassifications | ||||
Capitated revenue | 25,041,525 | |||
Selling, General and Administrative Expenses | $ 5,524,251 |
COMBINED BALANCE SHEETS
COMBINED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and Cash Equivalents | $ 4,934,426 | $ 4,437,704 |
Accounts Receivable | 9,395,022 | 5,187,182 |
Inventory | 15,475 | 10,619 |
Prepaid Expenses | 182,465 | 188,493 |
Risk Settlements Due from Providers | 79,964 | 128,419 |
Due from Related Parties | 273,505 | 109,539 |
Total Current Assets | 14,880,857 | 10,061,956 |
Property and Equipment, net | 4,796,382 | 3,454,219 |
Goodwill | 10,067,730 | 5,577,030 |
Intangible Assets, net | 8,575,235 | 5,043,021 |
Other Assets | 182,944 | 194,748 |
Total Assets | 38,503,148 | 24,330,974 |
CURRENT LIABILITIES | ||
Current Maturities of Long-Term Debt, net | 1,004,703 | 705,054 |
Accounts Payable | 1,044,256 | 1,515,323 |
Due to Related Parties | 38,888 | 20,457 |
Risk Settlements Due to Providers | 642,946 | 443,653 |
Accrued Interest Payable | 148,902 | 123,632 |
Accrued Expenses | 2,572,188 | 529,082 |
Total Current Liabilities | 5,451,883 | 3,337,201 |
Long-Term Debt, less current maturities, net | 26,324,606 | 16,047,708 |
Total Liabilities | 31,776,489 | 19,384,909 |
MEMBERS' EQUITY | ||
Units (no par value, 200 authorized, issued and outstanding at December 31, 2020 and 2019) | 223,100 | 223,100 |
Members' Equity | 6,503,559 | 4,937,161 |
Total Members' Equity - controlling interest | 6,726,659 | 5,160,261 |
Noncontrolling Interest | (214,196) | |
Total Members' Equity | 6,726,659 | 4,946,065 |
Total Liabilities and Members' Equity | $ 38,503,148 | $ 24,330,974 |
COMBINED BALANCE SHEETS (Parent
COMBINED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
COMBINED BALANCE SHEETS | |||
Units par value | $ 0 | $ 0 | $ 0 |
Units authorized | 200 | 200 | 200 |
Units issued | 200 | 200 | 200 |
Units outstanding | 200 | 200 |
COMBINED STATEMENTS OF OPERATIO
COMBINED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | ||||
Total Revenue | $ 27,917,672 | $ 25,179,964 | $ 120,425,251 | $ 90,601,541 |
Expenses | ||||
Medical Expenses | 18,438,612 | 16,157,366 | 67,014,557 | 51,622,064 |
Administrative Fee | 17,003,977 | 13,237,389 | ||
Selling, General and Administrative Expenses | 7,673,377 | 5,524,251 | 27,107,059 | 19,176,227 |
Total Operating Expenses | 26,111,989 | 21,681,617 | 111,125,593 | 84,035,680 |
Interest expense | 503,987 | 327,470 | 1,728,024 | 720,398 |
Net Income | 1,301,696 | 3,170,877 | 7,571,634 | 5,845,463 |
Net Income (Loss) Attributable to Noncontrolling Interests | 89,932 | 29,269 | 173,194 | |
Net Income Attributable to Controlling Interests | $ 1,301,696 | $ 3,260,810 | $ 7,600,903 | $ 6,018,657 |
Weighted-average Units Outstanding | 200 | 200 | 200 | 200 |
Net Income per Unit- Basic and Diluted | $ 6,508 | $ 16,304 | $ 38,005 | $ 30,093 |
Capitated Revenue | ||||
Revenue | ||||
Total Revenue | $ 27,818,980 | $ 25,041,525 | $ 120,055,312 | $ 90,109,682 |
Other Patient Service Revenue | ||||
Revenue | ||||
Total Revenue | $ 98,691 | $ 138,439 | $ 369,939 | $ 491,859 |
COMBINED STATEMENTS OF CHANGES
COMBINED STATEMENTS OF CHANGES IN MEMBERS' EQUITY - USD ($) | Total Controlling Interest | Members' Units | Members' Equity | Noncontrolling Interest | Total |
Balance at the beginning at Dec. 31, 2018 | $ 4,029,169 | $ 223,100 | $ 3,806,069 | $ (151,348) | $ 3,877,821 |
Balance at the beginning (in shares) at Dec. 31, 2018 | 200 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Net Income (Loss) | 6,018,657 | 6,018,657 | (173,194) | 5,845,463 | |
Purchase of Noncontrolling Interest Ownership | (473,219) | (473,219) | (473,219) | ||
Change in Noncontrolling Interest Due to Ownership Change | (110,346) | (110,346) | 110,346 | ||
Distributions | (4,304,000) | (4,304,000) | (4,304,000) | ||
Balance at the end at Dec. 31, 2019 | 5,160,261 | $ 223,100 | 4,937,161 | (214,196) | 4,946,065 |
Balance at the end (in shares) at Dec. 31, 2019 | 200 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Net Income (Loss) | 3,260,810 | 3,260,810 | (89,932) | 3,170,877 | |
Purchase of Noncontrolling Interest Ownership | (400,100) | (400,100) | (400,100) | ||
Change in Noncontrolling Interest Due to Ownership Change | (43,461) | (43,461) | 43,461 | ||
Balance at the end at Mar. 31, 2020 | 7,977,509 | $ 223,100 | 7,754,409 | (260,667) | 7,716,842 |
Balance at the end (in shares) at Mar. 31, 2020 | 200 | ||||
Balance at the beginning at Dec. 31, 2019 | 5,160,261 | $ 223,100 | 4,937,161 | (214,196) | 4,946,065 |
Balance at the beginning (in shares) at Dec. 31, 2019 | 200 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Net Income (Loss) | 7,600,903 | 7,600,903 | (29,269) | 7,571,634 | |
Purchase of Noncontrolling Interest Ownership | (2,100,100) | (2,100,100) | (2,100,100) | ||
Change in Noncontrolling Interest Due to Ownership Change | (243,465) | (243,465) | $ 243,465 | ||
Distributions | (3,690,940) | (3,690,940) | (3,690,940) | ||
Balance at the end at Dec. 31, 2020 | 6,726,659 | $ 223,100 | 6,503,559 | $ 6,726,659 | |
Balance at the end (in shares) at Dec. 31, 2020 | 200 | 200 | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Net Income (Loss) | 1,301,696 | 1,301,696 | $ 1,301,696 | ||
Balance at the end at Mar. 31, 2021 | $ 8,028,355 | $ 223,100 | $ 7,805,255 | $ 8,028,355 | |
Balance at the end (in shares) at Mar. 31, 2021 | 200 | 200 |
COMBINED STATEMENTS OF CASH FLO
COMBINED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net Income | $ 3,170,877 | $ 7,571,634 | $ 5,845,463 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | |||
Depreciation Expense | 216,395 | 858,421 | 732,552 |
Amortization Expense | 140,523 | 642,786 | 243,345 |
Amortization of Debt Issuance Costs | 176,528 | 69,139 | |
Loss on Disposal of Fixed Asset | 13,268 | ||
Loss on Extinguishment of Debt | 451,496 | ||
(Increase) Decrease in Assets: | |||
Accounts Receivable | (1,878,375) | (4,207,840) | (463,143) |
Inventory | (4,856) | (186) | |
Prepaid Expenses | 27,002 | 6,028 | (3,991) |
Risk Settlements Due from Providers | 128,419 | 48,455 | (68,978) |
Due from Related Parties | (32,015) | (163,966) | (40,013) |
Other Assets | 5,965 | 11,804 | (33,361) |
Increase (Decrease) in Liabilities: | |||
Accounts Payable | (337,404) | (685,921) | 209,757 |
Due to Related Parties | (20,457) | 18,425 | 20,457 |
Risk Settlements Due to Providers | 294,230 | 199,293 | 229,273 |
Accrued Expenses | (348,934) | 394,197 | 261,592 |
Net Cash Provided by Operating Activities | 1,366,226 | 5,316,484 | 7,015,174 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of Property and Equipment | (1,387,742) | (2,150,584) | (730,330) |
Acquisition of Business | (2,565,700) | (10,023,106) | |
Purchase of Noncontrolling Interest Ownership | (216,766) | (1,896,767) | (473,219) |
Net Cash Used in Investing Activities | (1,604,508) | (6,613,051) | (11,226,655) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowings under Loan & Security Agreement | 2,500,000 | 4,074,895 | 11,957,330 |
Loan from Paycheck Protection Program | 2,164,145 | ||
Proceeds from Line of Credit | 2,700,000 | ||
Principal Payments on Line of Credit | (1,350,000) | ||
Principal Payments on Long-Term Debt | (30,413) | (425,445) | (511,137) |
Debt Issuance Costs | (125,000) | ||
Repayments on Purchase Agreement Holdback | (329,366) | ||
Member Distributions | (3,690,940) | (4,304,000) | |
Net Cash (Used in) Provided by Financing Activities | 2,469,587 | 1,793,289 | 8,367,193 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 2,231,305 | 496,722 | 4,155,712 |
Cash and Cash Equivalents - Beginning of Year | 4,437,704 | 4,437,704 | 281,992 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 6,669,009 | 4,934,426 | 4,437,704 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Cash Paid for Interest | 327,526 | 1,251,258 | 527,627 |
Purchase of Property and Equipment through Long-Term Debt | 50,000 | 402,601 | |
Debt Issuance and Interest Costs Paid through Long-Term Debt | 399,158 | 566,395 | |
Payment on Line of Credit through New Debt Proceeds | 2,000,000 | ||
Extinguishment of Long-Term Debt through New Debt Proceeds | 2,500,000 | 1,476,335 | |
Acquisition of Business Financed through Long-Term Debt | 6,050,816 | $ 1,000,000 | |
Purchase of Non-Controlling Interest through Accounts Payable | $ 183,334 | $ 203,333 |
NATURE OF BUSINESS_2
NATURE OF BUSINESS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
NATURE OF BUSINESS | ||
NATURE OF BUSINESS | NOTE 1. NATURE OF BUSINESS Basis of Presentation and Principles of Combination CareMax Medical Group, LLC (“CareMax” or “CMG”) and Affiliates, collectively referred to as “we” or “us” or “our” or the “Company”, was organized on January 25, 2013 under Florida law with headquarters in Miami, Florida to operate primary medical care centers serving Medicare beneficiaries. Managed Health Care Partners, LLC (“MHP”), an affiliate company, was organized on May 7, 2009 under Florida Law with the same business purpose. The Company and MHP invest resources into primary care to prevent unnecessary acute events and manage chronic illnesses. The Company engages Medicare - eligible patients through the use of an innovative community outreach approach. Once patients are engaged, the Company integrates population health analytics, social support services and primary care into the care model to drive improved outcomes. The Company contracts with health plans to generate medical cost savings and realize a return on its investment in primary care. As of March 31, 2021, the Company operated 11 centers in South Florida with two under construction and due to open in the first or second quarter of 2022. These financial statements represent the combined financial results of CMG and MHP. The accompanying unaudited condensed combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP has been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited and condensed combined financial statements include all adjustments of a normal recurring nature, which are necessary for a fair presentation of financial position, operating results and cash flows for the periods presented. Operating results for the three months ended March 31, 2021, including the impact of COVID-19, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. CMG functions as a holding company with 100% ownership of Broward, Hialeah, Homestead, Miami, North Miami, Coral Way, Tamarac, Westchester, Pembroke Pines, Pines Care, Little Havana One and Little Havana Two. Broward, Coral Way, Hialeah, Homestead, Miami, North Miami, Pembroke Pines, Pines Care, Tamarac, Westchester, Little Havana One and Little Havana Two (collectively, the Medical Centers) are medical centers throughout South Florida providing care to residents, specifically Medicare Advantage members attributed to MHP. MHP is a managed services organization (“MSO”) serving Medicare patients both for the combined Medical Centers described above, as well as unrelated contracted health care providers, primarily under capitated contracts. MHP and CMG share common ownership, with the majority of ownership being through organizations controlled by the Company management, which is consistent across MHP and CMG. On December 14, 2020, the Company purchased the remaining 25% non-controlling interest in Hialeah for $1,700,000. A holdback in the amount of $170,000 will be retained until December 14, 2021 and is included in Accounts Payable. The purchase amount was paid in installments with the final payment being made in May 2020. The Company purchased the remaining 40% membership interest in Pembroke Pines in February 2020 for $400,000 which included one lump sum payment of $200,000 and 12 equal monthly installments of $16,667. As of March 31, 2021, this balance has been paid off. Also, in February 2020, the Company purchased the remaining 40% membership interest in Pines Care for $100 which was paid on the closing date. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses whether it has a controlling financial interest through means other than voting rights over potential variable interest entities (or “VIEs”) and determines the primary beneficiary of the VIE. The Company consolidates a VIE if the Company is the primary beneficiary of the VIE. We concluded that there are no entities that CareMax should consolidate based on the VIE model. The combined financial statements of CareMax include the financial statements of all wholly-owned subsidiaries and majority-owned or controlled companies. For those combined subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to the non-controlling interests is reported as “Net income (loss) attributable to non-controlling interests” in the combined statements of operations. Intercompany balances and transactions have been eliminated in consolidation. Sale to Deerfield Healthcare Technology Acquisition Corporation The Company follows the guidance in ASC 805 to determine if an acquisition is an acquisition of a business or a group of assets. We consolidate a business when we obtain a controlling financial interest in it. We use the acquisition method of accounting and identify the acquisition date, recognize and measure the identifiable assets acquired, liabilities assumed and any non-controlling interest at their acquisition date fair values. See Note 5. On December 18, 2020 the Company entered into a definitive business combination agreement with Deerfield Healthcare Technology Acquisition Corporation (“DFHT”), a Delaware Corporation and blank check company. The agreement provides for DFHT to acquire 100% of the equity interests of the Company and Interamerican Medical Center Group, LLC, a Florida limited liability company (“IMC”), in exchange for a combination of cash and Class A common shares of DFHT. The transaction will be regarded as a reverse recapitalization, with the Company being the accounting acquirer and continuing financial reporting entity, due to its control of both DFHT and IMC. On January 20, 2021, DFHT filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (“SEC”) to solicit the approval of its shareholders for the business combination in which it plans to acquire 100% of the equity interests of CareMax. On March 8, April 1 , April 28 and May 14 of 2021, DFHT filed amended proxy statements with the SEC. See Note 5. Impact of COVID 19 on our Business On March 11, 2020, the World Health Organization declared the spread of Coronavirus Disease (COVID‑19) a worldwide pandemic. The COVID‑19 pandemic has had significant effects on global markets, supply chains, businesses, and communities. Specific to the Company, COVID‑19 has impacted various parts of its 2020 and 2021 operations and financial results including but not limited to nominal additional costs for emergency preparedness, disease control and containment, personnel shortages, government mandated waivers of member cost sharing for diagnoses and treatment, and increased utilization of member medical benefits. Management believes the Company has taken appropriate actions to mitigate the negative impact. While the COVID-19 vaccination campaign is underway in the United States, the surfacing of virus variants has added a degree of uncertainty to the continuing impact of COVID‑19 on the Company’s operations. Certain emergency grant and loan funding options became available for the Company that were evaluated and pursued, as appropriate, to address the financial impact of COVID‑19. In April 2020, the Company applied for and received loans through the Small Business Administration (SBA) Paycheck Protection Program (PPP) of approximately $2,164,000 (see Note 7) with a two-year term at an interest rate of 0.98%. There are provisions under the PPP loan program where all or a portion of the loan may be forgiven based on certain criteria like eligible spending thresholds and maintaining full-time equivalent (FTE) employees. The amount of loan forgiveness has yet to be determined. | NOTE 1. NATURE OF BUSINESS Basis of Presentation and Principles of Consolidation CareMax Medical Group, LLC (“CareMax” or “CMG”) and Affiliates, collectively referred to as “we” or “us” or “our” or the “Company”, was organized on January 25, 2013 under Florida law with headquarters in Miami, Florida to operate primary medical care centers serving Medicare beneficiaries. Managed Health Care Partners, LLC (“MHP”), an affiliate company, was organized on May 7, 2009 under Florida Law with the same business purpose. The Company and MHP invest resources into primary care to prevent unnecessary acute events and manage chronic illnesses. The Company engages Medicare - eligible patients through the use of an innovative community outreach approach. Once patients are engaged, the Company integrates population health analytics, social support services and primary care into the care model to drive improved outcomes. The Company contracts with health plans to generate medical cost savings and realize a return on its investment in primary care. As of December 31, 2020, the Company operated 12 centers in South Florida with one under construction and due to open in the first or second quarter of 2022. These financial statements represent the combined financial results of these two limited liability companies. CareMax Medical Group is organized as a limited liability company (“LLC”). As such, no member, agent or employee of the Company shall be personally liable for debts, obligations or liabilities of the Company, whether arising in contract, tort, or otherwise or for the acts or omissions of any other member, director, manager, agent or employee of the Company, unless the individual has agreed otherwise under the provisions of the Company’s operating agreement or signed a specific personal guarantee. The duration of the Company is perpetual. CMG functions as a holding company with 100% ownership of CareMax Medical Center, LLC, (“CMC”), Broward, Hialeah, Homestead, Miami, North Miami, Coral Way, Tamarac, Westchester, Pembroke Pines, Pines Care, Little Havana One and Little Havana Two. CMC is an essentially dormant entity, which was dissolved in 2020. Broward, Coral Way, Hialeah, Homestead, Miami, North Miami, Pembroke Pines, Pines Care, Tamarac, Westchester, Little Havana One and Little Havana Two (collectively, the Medical Centers) are medical centers throughout South Florida providing care to residents, specifically Medicare Advantage members attributed to MHP. MHP is a managed services organization (“MSO”) serving Medicare patients both for the combined Medical Centers described above, as well as unrelated contracted health care providers, primarily under capitated contracts. MHP and CMG share common ownership, with the majority of ownership being through organizations controlled by the Company management, which is consistent across MHP and CMG. On December 14, 2020, the Company purchased the remaining 25% non-controlling interest in Hialeah for $1,700,000. A holdback in the amount of $170,000 will be retained until December 14, 2021 and is included in Accounts Payable. The Company had purchased an additional 24% interest in Hialeah during 2019 for $473,219, thus reducing the non-controlling interest share to 25% ownership. The purchase amount was paid in installments with the final payment being made in May 2020. The Company purchased the remaining 40% membership interest in Pembroke Pines in February 2020 for $400,000 which included one lump sum payment of $200,000 and 12 equal monthly installments of $16,667. At December 31, 2020, the remaining balance of $33,333 is included in Accounts Payable. Also in February 2020, the Company purchased the remaining 40% membership interest in Pines Care for $100 which was paid on the closing date. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses whether it has a controlling financial interest through means other than voting rights over potential variable interest entities (or “VIEs”) and determines the primary beneficiary of the VIE. The Company consolidates a VIE if the Company is the primary beneficiary of the VIE. We concluded that there are no entities that CareMax should consolidate based on the VIE model. The accompanying audited combined financial statements and notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The combined financial statements of CareMax include the financial statements of all wholly-owned subsidiaries and majority-owned or controlled companies. For those combined subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to the non-controlling interests is reported as “Net income (loss) attributable to non-controlling interests” in the combined statements of operations. Intercompany balances and transactions have been eliminated in consolidation. Sale to Deerfield Healthcare Technology Acquisition Corporation The Company follows the guidance in ASC 805 to determine if an acquisition is an acquisition of a business or a group of assets. We consolidate a business when we obtain a controlling financial interest in it. We use the acquisition method of accounting and identify the acquisition date, recognize and measure the identifiable assets acquired, liabilities assumed and any non-controlling interest at their acquisition date fair values. See Note 5. On December 18, 2020 the Company entered into a definitive business combination agreement with Deerfield Healthcare Technology Acquisition Corporation (“DFHT”), a Delaware Corporation and blank check company. The agreement provides for DFHT to acquire 100% of the equity interests of the Company and Interamerican Medical Center Group, LLC, a Florida limited liability company (“IMC”), in exchange for a combination of cash and Class A common shares of DFHT. The transaction will be regarded as a reverse recapitalization, with the Company being the accounting acquirer and continuing financial reporting entity, due to its control of both DFHT and IMC. On January 20, 2021, DFHT filed a preliminary proxy statement with the U.S. Securities and Exchange Commission to solicit the approval of its shareholders for the business combination in which it plans to acquire 100% of the equity interests of CareMax. See Note 5. Subsequent Events Management of the Company has evaluated subsequent events through March 1, 2021, the date on which the combined financial statements were available to be issued. Impact of COVID 19 on our Business On March 11, 2020, the World Health Organization declared the spread of Coronavirus Disease (COVID‑19) a worldwide pandemic. The COVID‑19 pandemic is having significant effects on global markets, supply chains, businesses, and communities. Specific to the Company, COVID‑19 has impacted various parts of its 2020 operations and financial results including but not limited to nominal additional costs for emergency preparedness, disease control and containment, potential personnel shortages, government mandated waivers of member cost sharing for diagnoses and treatment, and increased utilization of member medical benefits. Management believes the Company is taking appropriate actions to mitigate the negative impact. However, the continuing impact of COVID‑19 is unknown. Certain emergency grant and loan funding options have become available for the Company that have been evaluated and pursued, as appropriate, to address the financial impact of COVID‑19. In April 2020, the Company applied for and received loans through the Small Business Administration (SBA) Paycheck Protection Program (PPP) of approximately $2,164,000 (see Note 7) with a two-year term at an interest rate of 0.98%. There are provisions under the PPP loan program where all or a portion of the loan may be forgiven based on certain criteria like eligible spending thresholds and maintaining full-time equivalent (FTE) employees. The amount of loan forgiveness has yet to be determined. |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include the valuation of and related impairment recognition of long-lived assets, including intangibles and goodwill and settlements related to revenue and the revenue accrual. Actual results could differ from those estimates. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions might be in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. HealthSun Health Plans (“HealthSun”) represented approximately 99% and 100% of the Company’s accounts receivable balance as of March 31, 2021 and December 31, 2020, respectively. HealthSun represented 83% and 95% of the Company’s revenues for the three months ended March 31, 2021 and 2020, respectively. Revenue Recognition Since capitated revenue is received regardless of whether services are performed, the performance obligation is the completion of enrollment of the patient and providing access to care. Fee-for-service revenue generally relates to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied. Capitated revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment of At-risk premium less an administrative charge for reporting on enrollees on a per patient basis (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members. Settlements with third-party payors for retroactive adjustments due to capitation risk adjustment, or claim audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors: · Geography of the service location · Demographics of members · Health needs of members · Method of reimbursement (capitation or fee for service) · Enrollment changes · Rate changes · For fee for service activities, the payors (for example, Medicare, Medicaid, commercial insurance, patient) which have different reimbursement/payment methodologies. The Company has elected the practical expedient allowed under Financial Accounting Standards Board (FASB) ASC 606‑10‑32‑18 and does not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to the Company’s expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. The Company has applied the practical expedient provided by FASB ASC 340‑40‑25‑4 and all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. For the three months ended March 31, 2021 and 2020, substantially all of the revenue recognized by the Company was from goods and services, namely, providing access to physicians and wellness centers. The Company had agreements in place with the payors listed below. Payor sources of capitated revenue for each period presented were as follows: Three months ended Three months ended March 31, 2021 March 31, 2020 HealthSun 83 % 95 % Simply Healthcare 7 % 5 % Humana 6 % 0 % CarePlus 3 % 0 % Medica 1 % 0 % 100 % 100 % Other Patient Service Revenue Other patient service revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination services and care management services and is also comprised of fee-for-service revenue. This is recognized at the time of service for patients who are not covered under capitated arrangements. Goodwill and Intangible Assets Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $10,067,730 at March 31, 2021 and December 31, 2020. Pursuant to ASC 350, “Intangibles — Goodwill and Other,” we review goodwill annually in the 4th quarter or whenever significant events or changes indicate the possibility of impairment. For purposes of the annual goodwill impairment assessment, the Company has identified a single reporting unit. The most recently completed impairment test of goodwill was performed in the fourth quarter of 2020, and it was determined that no impairment existed. There were no changes to the carrying amount of goodwill from December 31, 2020 to March 31, 2021. Identifiable intangible assets with a finite useful life are amortized over their useful lives. The Company has elected to amortize risk contract intangible assets over an 11‑year period and non-competition agreement intangible assets over a 5‑year period. We review the recoverability of long-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Identifiable Intangible Assets The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class: Gross Carrying Accumulated Weighted Average Amount Amortization Net Book Value Amortization Period (years) March 31, 2021 Risk Contracts $ 8,174,299 $ (867,318) $ 7,306,981 11 Non-compete agreements 1,319,883 (303,404) 1,016,479 5 Total $ 9,494,182 $ (1,170,722) $ 8,323,460 Gross Carrying Accumulated Weighted Average Amount Amortization Net Book Value Amortization Period (years) December 31, 2020 Risk Contracts $ 8,174,299 $ (681,538) $ 7,492,761 11 Non-compete agreements 1,319,883 (237,409) 1,082,474 5 Total $ 9,494,182 $ (918,947) $ 8,575,235 The estimated amortization expense related to the fair value of acquired intangible assets for the remainder of 2021 and each of the succeeding five years is: Amount Remainder of 2021 $ 755,321 2022 1,007,095 2023 998,291 2024 944,368 2025 841,215 2026 743,118 $ 5,289,408 Property and Equipment Property and equipment is recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful life of each class of depreciable asset and is computed on the straight-line method. Leasehold improvements are depreciated over the lesser of the length of the related lease plus any renewal options or the estimated life of the asset. A summary of estimated useful lives is as follows: Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years Income Taxes All entities of the Company are organized as limited liability companies, or LLCs. As a result, the federal and state income tax consequences of the Company’s operations are the direct responsibility of the unitholders. We record uncertain tax positions on the basis of the two-step process in ASC 740 in which we 1) determine whether it is more likely than not that the tax position will be sustained on the basis of the merits of the position and 2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Medical Expenses Medical expenses include capitation payments and fee for service claims paid, claims in process and pending, and an estimate of unreported claims and charges by physicians, hospitals, and other health care providers for services rendered to enrollees during the period. Changes to prior-period estimates of medical expenses are reflected in the current period. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. The presentation of administrative fees associated with the Company’s capitated revenue previously presented as a component Selling, General and Administrative Expenses in the prior year financial statements has been reclassified to conform to the current year presentation as a reduction of capitated revenue. This reclassification had no effect on the reported results of operations, balance sheets or statements of cash flows. Three months ended March 31, 2020 As Reported Revised Capitated Revenue $ 29,124,807 $ 25,041,525 Selling, General and Administrative Expenses $ 9,607,533 $ 5,524,251 Recently Adopted Accounting Pronouncements In October 2018, the FASB issued ASU 2018-17, Consolidation — Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) (“ASU 2018-17”). ASU 2018-17 eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. ASU 2018-17 is effective for a public company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. All entities are required to apply the adjustments in ASU 2018-17 retrospectively with a cumulative-effect adjustment to members’ equity at the beginning of the earliest period presented. Early adoption is permitted. The Company adopted the standard on January 1, 2021 with no material effect on its combined financial statements and related disclosures. In August 2018, the FASB issued ASC 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure for Fair Value Measurement (“ASU 2018‑13”), which modifies the disclosure requirements for fair value measurements. ASU 2018‑13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company adopted the new guidance on January 1, 2020, noting no impact on its combined financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016‑02, Leases (“ASU 2016‑02”), which amends the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. ASU 2016‑02 also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. In June 2020, the FASB issued ASU 2020‑05 that deferred the required effective date for non- issuers to fiscal years beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. The Company will therefore adopt ASU 2016‑02 on January 1, 2022. Because of the number of leases the Company utilizes to support its operations, the adoption of ASU 2016‑02 is expected to have a significant impact on the Company’s combined financial position and results of operations. Management is currently evaluating the extent of this anticipated impact on the Company’s combined financial statements, including quantitative and qualitative factors, as well as any changes to its leasing strategy that may be needed. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”). ASU 2016‑13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for us beginning January 1, 2022. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. The Company plans to adopt this standard on January 1, 2022 and does not believe adoption will have a material effect on its combined financial statements. Recent Accounting Pronouncements Not Yet Adopted In January 2020, the FASB issued ASU 2020‑01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) — Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020‑01”). ASU 2020‑01 clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2020‑01 will have on its combined financial statements. We do not expect that any other recently issued accounting guidance will have a significant effect on our combined financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include the valuation of and related impairment recognition of long-lived assets, including intangibles and goodwill and settlements related to revenue and the revenue accrual. Actual results could differ from those estimates. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions might be in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company’s concentration of credit risk in accounts receivable is limited by the diversity, geography and number of patients and payers. HealthSun Health Plans (“HealthSun”) represented approximately 100% and 98% of the Company’s accounts receivable balance as of December 31, 2020 and 2019, respectively. HealthSun represented 90% and 99% of the Company’s revenues for the years ended December 31, 2020 and 2019, respectively. Revenue Recognition Since capitated revenue is received regardless of whether services are performed, the performance obligation is the completion of enrollment of the patient and providing access to care. Fee-for-service revenue generally relates to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied. Capitated revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment per patient per month (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. The Company is responsible for incurring or paying for the cost of healthcare services required by that patient population. Fees are recorded gross in revenues because the Company is acting as a principal in arranging for, providing and controlling the managed healthcare services provided to the managed care payors’ eligible enrolled members. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members. Settlements with third-party payors for retroactive adjustments due to capitation risk adjustment, or claim audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors: · Geography of the service location · Demographics of members · Health needs of members · Method of reimbursement (capitation or fee for service) · Enrollment changes · Rate changes · For fee for service activities, the payors (for example, Medicare, Medicaid, commercial insurance, patient) which have different reimbursement/payment methodologies. The Company has elected the practical expedient allowed under Financial Accounting Standards Board (FASB) ASC 606‑10‑32‑18 and does not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to the Company’s expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. The Company has applied the practical expedient provided by FASB ASC 340‑40‑25‑4 and all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. For the years ended December 31, 2020 and 2019 substantially all of the revenue recognized by the Company was from goods and services, namely, providing access to physicians and wellness centers. The Company had agreements in place with the payors listed below. Payor sources of capitated revenue for each period presented were as follows: Year ended Year ended December 31, 2020 December 31, 2019 HealthSun 90 % 99 % Simply Healthcare 6 % 1 % Humana 2 % — Preferred Care 1 % — CarePlus 1 % — 100 % 100 % Other Patient Service Revenue Other patient service revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination services and care management services and is also comprised of fee-for-service revenue. This is recognized at the time of service for patients who are not covered under capitated arrangements. Cash and Cash Equivalents The Company considers all highly-liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of these assets approximates fair value. At times, amounts on deposit may be in excess of the Federal Deposit Insurance Corporation (FDIC) limit. Accounts Receivable Accounts Receivable consists of estimated risk adjustment settlements due from payors as described above, estimated settlements under the Medicare Part D program, and capitated funds withheld by payors subject to final settlement, less estimated claims outstanding. See Note 3 for additional detail on payor contracts. Inventories Inventories are measured at the lower of cost (first in, first out method) or net realizable value. Deferred Financing Costs The Company has adopted the accounting guidance in FASB Accounting Standards Update (ASU) No. 2015‑03, Interest-Imputation of Interest (Subtopic 835‑30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015‑03 requires an entity to present debt issuance costs as a direct deduction from the face amount of the related borrowings, amortize debt issuance costs using the effective interest method over the term of the related debt, and record amortization expense as a component of interest expense. On December 10, 2020, the Company amended the existing loan and security agreement with a third party and increased its borrowing by $8.5 million (see Note 7). Deferred financing costs associated with this increased debt amount were approximately $382,000. The amendment resulted in a loss on extinguishment of debt which included lender fees. Related amortization expense for the years ended December 31, 2020 and 2019 was $245,356 and $69,140, respectively. The amortization expense is calculated on a straight-line basis, which approximates the effective interest method. Goodwill and Intangible Assets Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $10,067,730 and $5,577,030 at December 31, 2020 and 2019, respectively. Pursuant to ASC 350, “Intangibles — Goodwill and Other,” we review goodwill annually in the 4th quarter or whenever significant events or changes indicate the possibility of impairment. For purposes of the annual goodwill impairment assessment, the Company has identified a single reporting unit. The most recently completed impairment test of goodwill was performed in the fourth quarter of 2020, and it was determined that no impairment existed. The following table displays a roll-forward of the carrying amount of goodwill by subsidiary from December 31, 2018 to December 31, 2020: Total Hiahleah Coral Way Tamarac Havana 1 Havana 2 Company Balances as of December 31, 2018 $ 186,150 $ 322,998 $ — $ — $ — 509,148 Goodwill Acquired — — 5,067,882 5,067,882 Impairment Losses — — — — Balances as of December 31, 2019 186,150 322,998 5,067,882 — — 5,577,030 Goodwill Acquired — — — 1,570,700 2,920,000 4,490,700 Impairment Losses — — — — — — Balances as of December 31, 2020 $ 186,150 $ 322,998 $ 5,067,882 $ 1,570,700 $ 2,920,000 $ 10,067,730 Identifiable intangible assets with a finite useful life are amortized over their useful lives. The Company has elected to amortize risk contract intangible assets over an 11‑year period and non-competition agreement intangible assets over a 5‑year period. Net intangible assets, subject to amortization, amounted to $8,575,235 and $5,043,021 at December 31, 2020 and 2019, respectively. We review the recoverability of long-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Amortization expense for intangible assets totaled $642,786 and $243,344 for the years ended December 31, 2020 and 2019, respectively. Expected annual amortization expense for these assets over the next five years and thereafter is as follows: Year ending December 31 Amount 2021 2022 2023 2024 2025 thereafter $ The following table displays a summary of identified intangible assets by asset type from December 31, 2018 to December 31, 2020: Risk Non-competition Total Contracts Agreements Intangible Assets Balances as of December 31, 2018 $ 395,287 $ 61,078 $ 456,365 Intangible Assets Acquired 4,180,000 650,000 4,830,000 Less Amortization Expense (180,617) (62,727) (243,344) Balances as of December 31, 2019 4,394,670 648,351 5,043,021 Intangible Assets Acquired 3,575,000 600,000 4,175,000 Less Amortization Expense (476,905) (165,881) (642,786) Balances as of December 31, 2020 $ 7,492,765 $ 1,082,470 $ 8,575,235 Property and Equipment Property and equipment is recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful life of each class of depreciable asset and is computed on the straight-line method. Leasehold improvements are depreciated over the lesser of the length of the related lease plus any renewal options or the estimated life of the asset. A summary of estimated useful lives is as follows: Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years Income Taxes All entities of the Company are organized as limited liability companies, or LLCs. As a result, the federal and state income tax consequences of the Company’s operations are the direct responsibility of the unitholders. We record uncertain tax positions on the basis of the two-step process in ASC 740 in which we 1) determine whether it is more likely than not that the tax position will be sustained on the basis of the merits of the position and 2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Advertising and Promotional Costs The Company expenses advertising and promotional costs when incurred. Advertising and promotional expenses were approximately $476,000 and $631,000 for the years ended December 31, 2020 and 2019, respectively. Medical Expenses Medical expenses include capitation payments and fee for service claims paid, claims in process and pending, and an estimate of unreported claims and charges by physicians, hospitals, and other health care providers for services rendered to enrollees during the period. Changes to prior-period estimates of medical expenses are reflected in the current period. Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board issued Accounting Standards Update (ASU) 2014‑09, Revenue from Contracts with Customers (Topic 606) (ASU 2014‑09). ASU 2014‑09’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the organization expects to be entitled in exchange for those goods or services. ASU 2014‑09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company early adopted ASU 2014‑09 on January 1, 2018 as described herein. ASU 2014‑09 requires entities to exercise more judgment and recognize revenue using a five-step process. The Company adopted ASU 2014‑09 using the modified retrospective method for all contracts effective January 1, 2018 and is applied individually to managed care contracts as explained in Note 3, and using a portfolio approach to group contracts with similar characteristics and analyze historical cash collections trends for other revenue sources. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the combined financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of members’ equity at the date of initial application. Prior periods have not been adjusted and no cumulative-effect adjustment in members’ equity was recorded. The impact of adopting ASU 2014‑09 did not have a significant impact on the Company’s combined balance sheet or combined statement of income. The Company evaluated the nature, amount, timing and uncertainty of revenue and cash flows using the five-step process provided within ASU 2014‑09. Revenue is primarily derived through capitated premium revenue under the payor agreement described herein. In January 2017, the FASB issued ASU 2017‑01, Business Combinations, Clarifying the Definition of a Business to address acquisitions of assets being accounted for as acquisitions of businesses by acquirers. A screen of the elements of a business was presented to aid in the determination of what constitutes a business. This ASU is effective for public business entities in annual periods beginning after December 15, 2017 including interim periods within those periods. We adopted the ASU on January 1, 2018. In August 2018, the FASB issued ASC 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure for Fair Value Measurement (“ASU 2018‑13”), which modifies the disclosure requirements for fair value measurements. ASU 2018‑13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company adopted the new guidance on January 1, 2020, noting no impact on its combined financial statements and related disclosures. In January 2017, the FASB issued ASU 2017‑04, Simplifying the Test for Goodwill Impairment to eliminate Step 2 of the goodwill impairment test requiring procedures to determine the fair value of a reporting unit and assigning it to all of its assets and liabilities, which was time consuming and costly. The ASU is effective for public business entities in fiscal years beginning after December 15, 2019. We adopted the ASU on January 1, 2020 with no impact to our financial statements. In March 2020, the FASB issued ASU 2020‑04, Reference Rate Reform in response to concerns about structural risks of interbank offering rates. The amendments apply to contracts, hedging relationships and other transactions that reference LIBOR or other reference rate expected to be discontinued. Because of reference rate reform, modifications of contracts within the scope of Topics 310, Receivables and 470, Debt should be accounted for prospectively by adjusting the effective interest. Amendments in the update are effective for all entities as of March 12, 2020 through December 31, 2022. The Company has elected to apply the amendments for any contract modifications that are received for Topic 470, Debt, prospectively, effective with the interim period which begins January 1, 2020. The Company has not received any contract modifications and therefore has incurred no changes to its financial statements. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016‑02, Leases (“ASU 2016‑02”), which amends the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. ASU 2016‑02 also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. In June 2020, the FASB issued ASU 2020‑05 that deferred the required effective date for non- issuers to fiscal years beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. The Company will therefore adopt ASU 2016‑02 on January 1, 2022. Because of the number of leases the Company utilizes to support its operations, the adoption of ASU 2016‑02 is expected to have a significant impact on the Company’s combined financial position and results of operations. Management is currently evaluating the extent of this anticipated impact on the Company’s combined financial statements, including quantitative and qualitative factors, as well as any changes to its leasing strategy that may be needed. In October 2018, the FASB issued ASU 2018‑17, Consolidation — Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) (“ASU 2018‑17”). ASU 2018‑17 eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. ASU 2018‑17 is effective for a public company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. All entities are required to apply the adjustments in ASU 2018‑17 retrospectively with a cumulative-effect adjustment to members’ equity at the beginning of the earliest period presented. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018‑17 will have on its combined financial statements and related disclosures. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”). ASU 2016‑13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for us beginning January 1, 2022. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. The Company plans to adopt this standard on January 1, 2023 and does not believe adoption will have a material effect on its combined financial statements. Recent Accounting Pronouncements Not Yet Adopted In January 2020, the FASB issued ASU 2020‑01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) — Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020‑01”). ASU 2020‑01 clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2020‑01 will have on its combined financial statements. We do not expect that any other recently issued accounting guidance will have a significant effect on our combined financial statements. |
PAYOR AND PROVIDER AGREEMENTS_2
PAYOR AND PROVIDER AGREEMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
PAYOR AND PROVIDER AGREEMENTS | ||
PAYOR AND PROVIDER AGREEMENTS | NOTE 3. PAYOR AND PROVIDER AGREEMENTS Payor Agreements For the three months ended March 31, 2021 and 2020, 83% and 95% of the Company’s capitated revenue was as a result of one payor agreement, the MSO Risk Agreement we have with HealthSun. Under the MSO Risk Agreement, MHP receives per patient per month Medicare premiums for attributed members passed down from the payor, less related expenses including reductions for sequestration, applicable premium taxes, an administrative fee of 15%, and applicable medical expenses. Funding is provided through capitation payments to MHP of approximately 30% of 85% of the gross premiums, with remaining settle up occurring after reconciliation of applicable medical expenses (capitation and fee for service) and other applicable settlements such as retroactive Medicare risk adjustments, and Medicare Part D Low Income Cost Sharing (LICS), Reinsurance, and Risk Corridor program settlements. With only the capitated premiums paid up front to MHP, the payor maintains a running service fund balance with the remaining withheld funds to cover the other expense and settlement items above, including estimates for incurred but not reported (IBNR) claims, and the CMS risk adjustment and Part D settlements described above. The Company maintains its own estimates for these settlements and tracks the running balance with the payor, with the net estimated amount due from or to the payor recorded in due from/to health plans in the accompanying combined balance sheets. In the accompanying combined statements of operations, the impact from Part D settlements is included with medical expenses. All other medical expenses for both downstream capitation payments to providers, and fee for service expenses, are included in medical expenses. MHP also has other MSO arrangements similar in practice to the agreement explained above, however they make up approximately 17% and 5% or less of total capitated revenue, for the three months ended March 31, 2021 and 2020. Provider Agreements MHP also has downstream provider agreements with all the combined Medical Center entities, as well as unrelated medical providers. These agreements generally have a capitation component with a fixed per patient per month payment provided to the contracted provider. Some providers also share in the risk of the members under the MSO Risk Agreement explained above. All expenses for capitation and other risk sharing arrangements for downstream risk providers are included in medical expenses in the accompanying combined statements of operations. For providers with risk sharing, a running balance is tracked similar to the balance under the MSO Risk Agreement described above, but at an individual entity-level. Any amounts due to or from these at-risk providers are included in risk settlements due from/to providers in the accompanying combined balance sheets. All revenue and expense for combined Medical Center entities and any intercompany balances due under the provider agreements have been eliminated in the combined financial statements. | NOTE 3. PAYOR AND PROVIDER AGREEMENTS Payor Agreements For the years ended December 31, 2020 and 2019, 90% and 99% of the Company’s capitated revenue was a result of one payor agreement, the MSO Risk Agreement we have with HealthSun. Under the MSO Risk Agreement, MHP receives per patient per month Medicare premiums for attributed members passed down from the payor, less related expenses including reductions for sequestration, applicable premium taxes, an administrative fee of 15%, and applicable medical expenses. Funding is provided through capitation payments to MHP of approximately 30% of 85% of the gross premiums, with remaining settle up occurring after reconciliation of applicable medical expenses (capitation and fee for service) and other applicable settlements such as retroactive Medicare risk adjustments, and Medicare Part D Low Income Cost Sharing (LICS), Reinsurance, and Risk Corridor program settlements. With only the capitated premiums paid up front to MHP, the payor maintains a running service fund balance with the remaining withheld funds to cover the other expense and settlement items above, including estimates for incurred but not reported (IBNR) claims, and the CMS risk adjustment and Part D settlements described above. The Company maintains its own estimates for these settlements and tracks the running balance with the payor, with the net estimated amount due from or to the payor recorded in due from/to health plans in the accompanying combined balance sheets. In the accompanying combined statements of operations, the 15% administrative fee is included in administrative expenses, capitated revenue is recorded net of sequestration reductions and any impact from retroactive risk settlements. Impact from Part D settlements is included with medical expenses. All other medical expenses for both downstream capitation payments to providers, and fee for service expenses, are included in medical expenses. The administrative fee totaled approximately $17.0 million and $13.2 million for the years ended December 31, 2020 and 2019, respectively. MHP also has other MSO arrangements similar in practice to the agreement explained above, however they make up only approximately 1% or less of total capitated revenue, administrative fees, and medical expenses, respectively, for the years ended December 31, 2020 and 2019. Provider Agreements MHP also has downstream provider agreements with all the combined Medical Center entities, as well as unrelated medical providers. These agreements generally have a capitation component with a fixed per patient per month payment provided to the contracted provider. Some providers also share in the risk of the members under the MSO Risk Agreement explained above. All expenses for capitation and other risk sharing arrangements for downstream risk providers are included in medical expenses in the accompanying combined statements of operations. For providers with risk sharing, a running balance is tracked similar to the balance under the MSO Risk Agreement described above, but at an individual entity-level. Any amounts due to or from these at-risk providers are included in risk settlements due from/to providers in the accompanying combined balance sheets. All revenue and expense for combined Medical Center entities and any intercompany balances due under the provider agreements have been eliminated in the combined financial statements. |
REINSURANCE POLICY BETWEEN MS_3
REINSURANCE POLICY BETWEEN MSO AND COMPANY, THE BENEFICIARY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
REINSURANCE POLICY BETWEEN MSO AND COMPANY, THE BENEFICIARY | ||
REINSURANCE POLICY BETWEEN MSO AND COMPANY, THE BENEFICIARY | NOTE 4. REINSURANCE POLICY BETWEEN MSO AND COMPANY, THE BENEFICIARY The Company has a reinsurance policy with an insurance carrier for high-dollar inpatient claims. The reinsurance policy covers most individual claims from an attachment point of $150,000 at 90%, up to an individual member maximum of $2,000,000. Reinsurance recoveries were approximately $363,000 and $133,000 for the three months ended March 31, 2021 and 2020, respectively. Reinsurance premium expense totaled approximately $412,000 and $330,000 for the three months ended March 31, 2021 and 2020, respectively. For the three months ended March 31, 2021 and 2020, both reinsurance premiums and recoveries are routed through the payor under the MSO Risk Agreement, and the impact is included net of medical expenses in the accompanying combined statements of operations. Any estimated or actual reinsurance recoveries due at year-end are included net, with due from/to health plans in the accompanying combined balance sheets. | NOTE 4. REINSURANCE POLICY BETWEEN MSO AND COMPANY, THE BENEFICIARY The Company has a reinsurance policy with an insurance carrier for high-dollar inpatient claims. The reinsurance policy covers most individual claims from an attachment point of $150,000 at 90%, up to an individual member maximum of $2,000,000. Reinsurance recoveries were approximately $310,000 and $1,479,000 for the years ended December 31, 2020 and 2019, respectively. Reinsurance premium expense totaled approximately $1,000,000 and $764,000 for the years ended December 31, 2020 and 2019, respectively. For the years ended December 31, 2020 and 2019, both reinsurance premiums and recoveries are routed through the payor under the MSO Risk Agreement, and the impact is included net of medical expenses in the accompanying combined statements of operations. Any estimated or actual reinsurance recoveries due at year-end are included net, with due from/to health plans in the accompanying combined balance sheets. |
BUSINESS COMBINATIONS_2
BUSINESS COMBINATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
BUSINESS COMBINATIONS | ||
BUSINESS COMBINATIONS | NOTE 5. BUSINESS COMBINATIONS Reverse Recapitalization On December 18, 2020, DFHT, CareMax, IMC and Deerfield Partners, LLP (“Deerfield”) entered into a Business Combination agreement. After completion of the closing of the business combination (the “Business Combination”), the combined company will operate under the name CareMax. Pursuant to the Business Combination agreement, DFHT will acquire all of the issued and outstanding equity interests of CareMax and IMC in exchange for a combination of cash and equity consideration in the form of Class A common shares of DFHT. As discussed further in Note 12. Subsequent Events, the Business Combination was consummated on June 8, 2021. An additional 3,500,000 and 2,900,000 shares of DFHT Class A Common Stock (the “Earnout Shares”) are payable after the Closing to the members of the CareMax Group and IMC Parent, respectively, upon satisfaction of certain conditions. The fair value of the Earnout Shares is included in the estimated fair value of the consideration payable at closing. The acquisition of CareMax will be accounted for as a reverse recapitalization in which CareMax has been determined to be the accounting acquirer. The acquisition of IMC will be accounted for as a business combination in accordance with ASC 805, Business Combinations . Completed Business Combinations On December 10, 2020, CareMax purchased the operations of and a 100% controlling financial interest in Clinica Las Americas Inc. which constitutes a business, (now operating as CareMax Medical Center of Little Havana II, LLC) through an agreement with the shareholders of Clinica Las Americas Inc. The purchase price consisted of cash of $4,125,000 plus an additional contingent payment of $875,000 for achieving certain threshold member enrollment and medical loss ratios during the threshold enrollment period. The agreement also calls for up to four additional contingent payments of $175,000 for achieving increasingly higher enrollment thresholds during the threshold enrollment period. This additional consideration is recorded in Accrued Expenses in the combined statement of operations. On July 30, 2020, CareMax purchased the operations of and 100% controlling financial interest in Cardona Medical Center Inc. which constitutes a business, (now operating as CareMax Medical Center of Little Havana, LLC, “Little Havana”) through an agreement with the shareholder of Cardona Medical Center Inc. The purchase price was $3,015,700 which includes a promissory note executed by the Company for $450,000 at 5% interest per annum. The promissory note is included in Long Term Debt on the combined balance sheets. Interest expense was $5,625 for the three months ended March 31, 2021. | NOTE 5. BUSINESS COMBINATIONS Pending Reverse Recapitalization On December 18, 2020, Deerfield Healthcare Technology Acquisitions Corp.(“DFHT”), CareMax Medical Group, LLC (“CareMax”), IMC Medical Group Holdings, LLC (“IMC”), the CareMax Group, IMC Holdings, LLC (“IMC Parent”), and Deerfield Partners, LLP (“Deerfield”) entered into a Business Combination agreement. The closing is expected to occur in the first or second quarter of 2021. After completion of the closing of the Business Combination, the combined company will operate under the name CareMax. Pursuant to the agreement, DFHT will acquire all of the issued and outstanding equity interests of CareMax and IMC in exchange for a combination of cash and equity consideration in the form of Class A common shares of DFHT. The aggregate consideration payable at the closing of the Business Combination to the members of CareMax and IMC will be approximately $364 million and $250 million, respectively, subject to the purchase price adjustments as set forth in the Business Combination Agreement (the “Closing Merger Consideration”). The Closing Merger Consideration is required to comprise of 68% and 45% in cash for each of the members of CareMax and IMC, respectively, with the remainder of the Closing Merger Consideration comprising DFHT Class A Common Stock, valued at $10.00 per share. An additional 3,500,000 and 2,900,000 shares of DFHT Class A Common Stock (the “Earnout Shares”) are payable after the Closing to the members of the CareMax Group and IMC Parent, respectively, upon satisfaction of certain conditions. Completed Business Combinations On December 10, 2020, CareMax purchased the operations of and 100% controlling financial interest in Clinica Las Americas Inc. which constitutes a business, (now operating as CareMax Medical Center of Little Havana II, LLC) through an agreement with the shareholders of Clinica Las Americas Inc. The purchase price consisted of cash of $4,125,000 plus an additional contingent payment of $875,000 for achieving certain threshold member enrollment and medical loss ratios during the threshold enrollment period. The agreement also calls for up to four additional contingent payments of $175,000 for achieving increasingly higher enrollment thresholds during the threshold enrollment period. This additional consideration is recorded in Accrued Expenses in the combined statement of operations. The revenue and net loss of Little Havana II since acquisition that are included in these combined financial statements are approximately $0.5 million and $0.3 million, respectively. The financial results for the Little Havana I acquisition for the periods prior to the acquisition would not materially change pro forma results. As a result, they are excluded from the pro forma presentation in Note 14. On July 30, 2020, CareMax purchased the operations of and 100% controlling financial interest in Cardona Medical Center Inc. which constitutes a business, (now operating as CareMax Medical Center of Little Havana, LLC, “Little Havana”) through an agreement with the shareholder of Cardona Medical Center Inc. The purchase price was $3,015,700 which includes a promissory note executed by the Company for $450,000 at 5% interest per annum. The promissory note is included in Long Term Debt on the combined balance sheets. Interest expense was $8,876 for the year ended December 31, 2020. The revenue and net loss of Little Havana since acquisition that are included in these combined financial statements are approximately $1.5 million and $0.5 million, respectively. On August 14, 2019, CareMax purchased the assets of New Life Health Group Inc (New Life),(100%), now operating as Tamarac, through an asset purchase agreement with New Life’s shareholders. The purchase price was $10,000,000, plus a possible $1,000,000 in additional compensation (“earn out”.) The $1,000,000 earn-out was earned and paid during the year ended December 31, 2020. Under the agreement, there was a $1,000,000 holdback to be paid out over three years after closing which is included in long-term debt. For the year ended December 31, 2020, one payment of approximately $330,000 was made from the holdback. The estimated fair value of the assets acquired for all business combinations during the years ended December 31, 2020 and 2019 consisted of the following as of the acquisition date: 2020 2019 Current Assets $ — $ 700,909 Property and Equipment 50,000 401,208 Security Deposit — 23,106 Identifiable Intangible Assets: Non-compete agreements 650,000 Risk Contracts 3,575,000 4,180,000 Net Assets Acquired 4,225,000 5,955,223 Excess of Consideration over Net Assets Acquired 4,490,700 5,067,882 Total Consideration $ 8,715,700 $ 11,023,105 No liabilities were assumed in the acquisitions. The excess of consideration paid over the net assets acquired is considered goodwill. The total amount of goodwill that is expected to be deductible for tax purposes is $15.9 million over a period of 15 years. |
PROPERTY AND EQUIPMENT_2
PROPERTY AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
PROPERTY AND EQUIPMENT | NOTE 6. PROPERTY AND EQUIPMENT A summary of property and equipment at March 31, 2021 and December 31, 2020 is as follows: March 31, 2021 December 31, 2020 Leasehold Improvements $ 2,725,713 $ 2,725,713 Vehicles 2,823,472 2,823,472 Furniture and Equipment 2,049,685 1,983,215 Construction in Progress 1,950,586 360,194 Total 9,549,456 7,892,594 Less: Accumulated Depreciation (3,358,497) (3,096,212) Total Property and Equipment, Net $ 6,190,959 $ 4,796,382 Construction in Progress at March 31, 2021 is made up of various leasehold improvements at the medical centers. The Company has a contractual commitment to complete the construction of the Homestead medical center with an estimated total cost of approximately $1.5 million. Plans have been submitted for the newest medical center, East Hialeah, and opening is projected in the first or second quarter of 2022. The projects are being funded internally. Depreciation expense totaled approximately $262,000 and $216,000 for the three months ended March 31, 2021 and 2020, respectively. | NOTE 6. PROPERTY AND EQUIPMENT A summary of property and equipment at December 31, 2020 and 2019 is as follows: 2020 2019 Leasehold Improvements $ 2,725,713 $ 971,558 Vehicles 2,823,472 2,823,473 Furniture and Equipment 1,983,215 1,330,185 Construction in Progress 360,194 566,794 Total 7,892,594 5,692,010 Less: Accumulated Depreciation (3,096,212) (2,237,791) Total Property and Equipment, Net $ 4,796,382 $ 3,454,219 Construction in Progress at December 31, 2020 is made up of various leasehold improvements at the medical centers. The Company has a contractual commitment to complete the construction of the Homestead medical center with an estimated total cost of approximately $1.5 million. Plans have been submitted for the newest medical center, East Hialeah, and opening is projected in the first or second quarter of 2022. The projects are being funded internally. Depreciation expense totaled $858,421 and $732,552 for the years ended December 31, 2020 and 2019, respectively. |
LONG TERM DEBT_2
LONG TERM DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
LONG TERM DEBT | ||
LONG TERM DEBT | NOTE 7. LONG TERM DEBT Long-term debt consisted of the following at March 31, 2021 and December 31, 2020: 2021 2020 Various vehicle notes payable with Mercedes-Benz Financial Services with monthly principal and interest payments ranging from $607 to $996 and maturing August 2024 through November 2025. Interest rates ranging from 3.99% to 5.75%. Secured by the related vehicles. $ 237,200 $ 257,023 Medical equipment note payable with Wells Fargo Equipment Finance with monthly principal and interest payments of $2,961 at an interest rate of 5.71%, matured in March 2021. Secured by the related equipment. — 6,286 Medical equipment note payable with Conestoga Equipment Finance Corp. with monthly principal and interest payments of $818 at an interest rate of 7.88%, matured in February 2021. Secured by the related equipment. — 2,037 Asset purchase agreement holdback payable in equal principal installments over three years from closing, zero interest, final payment August 2022. Unsecured. 670,087 670,087 Asset purchase agreement holdback. Balloon payment due July 2023. 5% interest per annum. Unsecured. (see Note 5) 422,404 422,404 Term loan payable due to White Oak Healthcare Finance with variable interest and principal amortization, maturing with a balloon payment in August 2024. Interest includes a base rate of the greater of 2.25% or LIBOR plus an applicable margin between 5% and 6% depending on consolidated leverage ratio. (see below) Security interest granted on all assets of the borrowing entities 24,031,102 24,184,227 Payroll Protection Plan loan from Chase Bank. Maturity date April 2022 with annual interest rate of 0.98% Unsecured. 2,164,145 2,164,145 Less: Unamortized Debt Issuance Costs (342,331) (376,900) Total Long-Term Debt 27,182,607 27,329,309 Less: Current Maturities (992,174) (1,004,703) Long-Term Debt, Less Current Maturities $ 26,190,433 $ 26,324,606 Future maturities of long-term debt outstanding at March 31, 2021 are as follows: Amount Remainder of 2021 $ 829,211 2022 3,143,563 2023 1,056,997 2024 22,488,676 2025 6,492 Total $ 27,524,939 Certain CMG entities entered into a loan and security agreement dated August 14, 2019 with a third party for a total loan commitment of $18,500,000 (“Loan Agreement”), maturing on August 14, 2024. (see above). The loan commitment was split into a $16,000,000 term loan and a fixed $2,500,000 revolving loan commitment. The revolving loan commitment was paid back on December 10, 2020. Interest on the loan commitments are calculated as the greater of 2.25% or the LIBOR Index Rate, plus an applicable margin which is 6% at the effective date and at December 31, 2020. The LIBOR Index Rate is determined monthly, and the applicable margin may be adjusted down to a floor of 5% in future periods if certain financial metric thresholds are met. Interest payments are due monthly throughout the term of the Loan Agreement. Debt issuance costs associated with the original term loan commitment were $691,395 and are being amortized on a straight-line basis over the term of the loan. Monthly principal payments on the $16 million original term loan commitment began May 1, 2020 based on the outstanding principal amount multiplied by a required amortization percentage ranging from 2.50% to 10.00%, depending on certain financial metrics. All principal amounts outstanding on the term loan are due at maturity. On December 10, 2020, certain CMG entities amended the existing loan and security agreement with the third party and increased the consolidated borrowing by $8.5 million, from $16 million to $24.5 million (see above). Monthly payments began in January 2021 and include principal and interest calculated on the same terms as the original facility. The proceeds of the loan were used to pay off the existing revolving loan commitment of $2.5 million, fund the acquisition of Clinica Las Americas, approximately $4.0 million, pay debt issuance costs, approximately $0.4 million, and in the future will be used to fund acquisitions and/or for other corporate purposes. Interest expense on the amended facility for the three months ended March 31, 2021 and 2020 was approximately $467,000 and $370,000, respectively, and is included in Interest Expense on the combined statements of operations. Under the Loan Agreement, the Company is subject to various financial and nonfinancial covenants and is in compliance with these covenants as of March 31, 2021. The Company has a requirement to deliver a calculation of consolidated excess cash flow regarding the loan and security agreement to the lender within 120 days of the fiscal year end. The Company delivered this calculation in early May 2021. Under the terms of the agreement, if certain criteria are met, the Company may be required to make additional principal payments based on a formula calculating excess cash flow. For the year ending December 31, 2020, no additional principal payments are required to be made. The borrowers under the amended Loan Agreement include CMG, MHP, Broward, Coral Way, Homestead, Miami, North Miami, Tamarac, Westchester, Havana I and Havana II. They have granted a security interest to the lender in the assets of the companies. As part of the Tamarac asset purchase agreement, a $1,000,000 holdback is to be paid out over the course of three years in equal installments from closing. During the year ended December 31, 2020, one installment payment was made and the remaining balance of approximately $670,000 is included in long-term debt on the accompanying combined balance sheets and bears no interest. | NOTE 7. LONG TERM DEBT Long-term debt consisted of the following at December 31, 2020 and 2019: 2020 2019 Various vehicle notes payable with Mercedes-Benz Financial Services with monthly principal and interest payments ranging from $607 to $996 and maturing August 2024 through November 2025. Interest rates ranging from 3.99% to 5.75%. Secured by the related vehicles $ 257,023 $ 310,479 Medical equipment note payable with Wells Fargo Equipment Finance with monthly principal and interest payments of $2,961 at an interest rate of 5.71%, maturing in March 2021. Secured by the related equipment 6,286 43,021 Medical equipment note payable with Wells Fargo Equipment Finance with monthly principal and interest payments of $1,082 at an interest rate of 5.82%, matured in July 2020. Secured by the related equipment — 5,661 Medical equipment note payable with Conestoga Equipment Finance Corp. with monthly principal and interest payments of $818 at an interest rate of 7.88%, maturing in February 2021. Secured by the related equipment 2,037 11,316 Medical equipment note payable with Conestoga Equipment Finance Corp. with monthly principal and interest payments of $844 at an interest rate of 7.74%, matured in July 2020. Secured by the related equipment — 4,541 Asset purchase agreement holdback payable in equal principal installments over three years from closing, zero interest, final payment August 2022. Unsecured. (See Note 5) 670,087 1,000,000 Asset purchase agreement holdback. Balloon payment due July 2023. 5% interest per annum. Unsecured. (see Note 5) 422,404 — Term loan payable due to White Oak Healthcare Finance with variable interest and principal amortization, maturing with a balloon payment in August 2024. Interest includes a base rate of the greater of 2.25% or LIBOR plus an applicable margin between 5% and 6% depending on consolidated leverage ratio. (see below) Security interest granted on all assets of the borrowing entities 24,184,227 16,000,000 Payroll Protection Plan loan from Chase Bank. Maturity date April 2022 with annual interest rate of 0.98% Unsecured 2,164,145 — Less: Unamortized Debt Issuance Costs (376,900) (622,256) Total Long-Term Debt 27,329,309 16,752,762 Less: Current Maturities (1,004,703) (705,054) Long-Term Debt, Less Current Maturities 26,324,606 16,047,708 Future maturities of long-term debt are as follows: Year ending December 31, Amount 2021 $ 1,004,703 2022 3,147,262 2023 1,056,997 2024 22,490,755 2025 6,492 Total $ 27,706,209 Certain CMG entities entered into a loan and security agreement dated August 14, 2019 with a third party for a total loan commitment of $18,500,000 (“Loan Agreement”), maturing on August 14, 2024. (see above). The loan commitment was split into a $16,000,000 term loan and a fixed $2,500,000 revolving loan commitment. The revolving loan commitment was paid back on December 10, 2020. Interest on the loan commitments are calculated as the greater of 2.25% or the LIBOR Index Rate, plus an applicable margin which is 6% at the effective date and at December 31, 2020. The LIBOR Index Rate is determined monthly, and the applicable margin may be adjusted down to a floor of 5% in future periods if certain financial metric thresholds are met. Interest payments are due monthly throughout the term of the Loan Agreement. Debt issuance costs associated with the original term loan commitment were $691,395 and are being amortized on a straight-line basis over the term of the loan. Monthly principal payments on the $16 million original term loan commitment begin May 1, 2020 based on the outstanding principal amount multiplied by a required amortization percentage ranging from 2.50% to 10.00%, depending on certain financial metrics. All principal amounts outstanding on the term loan commitment and revolving loan commitment are due at maturity. On December 10, 2020, certain CMG entities amended the existing loan and security agreement with the third party and increased the consolidated borrowing by $8.5 million, from $16 million to $24.5 million (see above). Monthly payments will begin in January 2021 and include principal and interest calculated on the same terms as the original facility. The proceeds of the loan were used to pay off the existing revolving loan commitment of $2.5 million, fund the acquisition of Clinica Las Americas, approximately $4.0 million, pay debt issuance costs, approximately $0.4 million, and in the future will be used to fund acquisitions and/or for other corporate purposes. Interest expense on the amended facility for the year ended December 31, 2020 was approximately $1.4 million and is included in Interest Expense on the combined statements of operations. As of December 31, 2020, the revolving loan commitment repayment had not yet been made. A loss on extinguishment of debt in the amount of approximately $450,000 was recorded in Administrative Expenses on the combined statements of operations related to the previous revolving loan commitment. Debt issuance costs associated with the increased borrowing amount were approximately $382,000 and formed part of the loss on extinguishment of debt. Under the Loan Agreement, the Company is subject to various financial and nonfinancial covenants and is in compliance with these covenants as of December 31, 2020. The Company has a requirement to deliver a calculation of consolidated excess cash flow regarding the loan and security agreement to the lender within 120 days of the fiscal year end. The Company expects that it will meet this requirement. Under the terms of the agreement, if certain criteria are met, the Company may be required to make additional principal payments based on a formula calculating excess cash flow. The borrowers under the amended Loan Agreement include CMG, MHP, Broward, Coral Way, Homestead, Miami, North Miami, Tamarac, Westchester, Havana I and Havana II. They have granted a security interest to the lender in the assets of the companies. Proceeds from the original term loan amount of $16 million were used to fund the purchase of New Life Health Group, Inc. (see Note 5), now operating as Tamarac, to refinance existing vehicle loans at the time of closing, and to pay related legal and financing fees. As part of the asset purchase agreement described in Note 5, a $1,000,000 holdback is to be paid out over the course of three years in equal installments from closing. During the year ended December 31, 2020, one installment payment was made and the remaining balance of approximately $670,000 is included in long-term debt on the accompanying combined balance sheets and bears no interest. |
EQUITY METHOD INVESTMENTS, VA_6
EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS | ||
EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS | NOTE 8. EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS CMG has a 49% ownership interest in Care Smile, LLC (Care Smile) which is accounted for under the equity method. Care Smile is a dental care organization with majority ownership by the dental provider, who is the spouse of a board member, owner, and management individual of CareMax. The balance of the equity investment in Care Smile was $ — 0- as of March 31, 2021 and December 31, 2020, as a result of accumulated losses. There were no contributions to or distributions from Care Smile during the three months ended March 31, 2021 and the year ended December 31, 2020. Summarized financial information for Care Smile as of March 31, 2021 and December 31, 2020 is as follows: March 31, 2021 December 31, 2020 Total Assets $ 93,591 $ 93,720 Total Liabilities $ 243,833 $ 243,926 Care Smile recorded a net loss of $46 for the three months ended March 31, 2021 and a net profit of $26,752 for the three months ended March 31, 2020. MHP pays for dental services provided to enrollees by Care Smile on a capitated basis. Total capitation payments for the three months ended March 31, 2021 and 2020 were $0 and $182,000, respectively. Care Optimize, LLC ("Care Optimize") is an affiliate of CMG and is a consulting and technology company that helps physicians move along the valued based care spectrum, from fee for service to the full value-based care model practiced by CMG. During the three months ended March 31, 2021, CMG advanced Care Optimize funds to help further product development of Care Optimize's proprietary technology platform. | NOTE 8. EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS CMG has a 49% ownership interest in Care Smile, LLC (Care Smile) which is accounted for under the equity method. Care Smile is a dental care organization with majority ownership by the dental provider, who is the spouse of a board member, owner, and management individual of CareMax. The balance of the equity investment in Care Smile was $‑0‑ as of December 31, 2020 and 2019, as a result of accumulated losses. There were no contributions to or distributions from Care Smile during the years ended December 31, 2020 and 2019. Summarized financial information for Care Smile as of and for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Net Loss $ (96,927) $ (20,630) Total Assets $ 93,720 $ — Total Liabilities $ 243,926 $ 53,278 MHP pays for dental services provided to enrollees by Care Smile on a capitated basis. Total capitation payments for the years ended December 31, 2020 and 2019 were approximately $222,000 and $637,000, respectively. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
EQUITY | |
EQUITY | NOTE 9. EQUITY The Company issued 100 membership units, no par value to members of CareMax Medical Group, LLC on January 25, 2013 and 100 units, no par value to members of Managed Health Care Partners, LLC on May 7, 2009. Each unit is entitled to one vote on all matters on which members are entitled to vote. Each unit has equal rights with every other unit with respect to sharing of profits and losses and with respect to distributions. There are no rights of redemption prior to dissolution of the Company, absent a prior written consent of a Super Majority of members. |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2020 | |
BENEFIT PLANS | |
BENEFIT PLANS | NOTE 10. BENEFIT PLANS The Company has a qualified 401(k) retirement plan for eligible employees. The plan provides for participant salary deferrals and employer contributions. The Company matches eligible employee contributions up to 4% of eligible compensation which vest immediately. The Company may also make voluntary contributions in addition to the match above based on management discretion, however these contributions are subject to a vesting period over six years. Employer contributions for the years ended December 31, 2020 and 2019 totaled approximately $115,000 and $81,000, respectively. |
OPERATING LEASES AND COMMITME_7
OPERATING LEASES AND COMMITMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OPERATING LEASES AND COMMITMENTS | ||
OPERATING LEASES AND COMMITMENTS | NOTE 9. OPERATING LEASES AND COMMITMENTS The Company has entered into non-cancelable operating lease agreements for office and clinical space expiring at various times through 2031. Future minimum rental payments and related expenses under these lease agreements, including renewal terms if the Company is planning on renewing the leases, consisted of the following at March 31, 2021: Amount Remainder of 2021 2,838,066 2022 3,239,967 2023 3,229,408 2024 2,979,123 2025 2,886,998 thereafter 16,293,102 Total $ 31,466,664 The optional renewal terms for the medical centers that have them in their lease agreements are as follows: Legal Entity Optional Renewal Term CareMax Medical Group Tamarac One ten year period Managed Health Care Partners Two five year periods CareMax Medical Group North Miami Two five year periods CareMax Medical Group Hialeah One five year period CareMax Medical Group Miami One five year period CareMax Little Havana 1 Five one year periods CareMax East Hiahleah Two five year periods The Company also has entered into non-cancelable operating lease or service agreements for office equipment and software. Future minimum commitments under these agreements at March 31, 2021 are approximately $7,000. Rent expense, including other related expenses for property taxes, sale taxes, and utilities, was approximately $700,000 and $468,000 for the three ended months ended March 31, 2021 and 2020, respectively. This expense item is included in the Administrative Expenses line item on the Statements of Operations. | NOTE 11. OPERATING LEASES AND COMMITMENTS The Company has entered into non-cancelable operating lease agreements for office and clinical space expiring at various times through 2031. Future minimum rental payments and related expenses under these lease agreements, including renewal terms if the Company is planning on renewing the leases, consisted of the following at December 31, 2020: Year ending December 31, Amount 2021 3,320,162 2022 2,721,673 2023 2,695,461 2024 2,429,073 2025 2,320,395 Thereafter 14,904,083 Total $ 28,390,847 The optional renewal terms for the medical centers that have them in their lease agreements are as follows: Legal Entity Optional Renewal Term CareMax Medical Group Tamarac One ten year period Managed Health Care Partners Two five year periods CareMax Medical Group North Miami Two five year periods CareMax Medical Group Hialeah One five year period CareMax Medical Group Miami One five year period CareMax Little Havana 1 Five one year periods CareMax East Hiahleah Two five year periods The Company also has entered into non-cancelable operating lease or service agreements for office equipment and software. Future minimum commitments under these agreements at December 31, 2020 are approximately $18,000. Rent expense, including other related expenses for property taxes, sale taxes, and utilities, was approximately $2,075,000 and $1,677,000 for the years ended December 31, 2020 and 2019, respectively. This expense item is included in the Administrative Expenses line item on the Statements of Operations. |
LITIGATION AND CONTINGENCIES_2
LITIGATION AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
LITIGATION AND CONTINGENCIES | ||
LITIGATION AND CONTINGENCIES | NOTE 10. LITIGATION AND CONTINGENCIES Compliance The health care industry is subject to numerous laws and regulations of federal, state, and local governments. Compliance with these laws and regulations, specifically those related to the Medicare and Medicaid programs, can be subject to government review and interpretation, as well as regulatory actions unknown and not yet asserted at this time. Management believes that the Company is in substantial compliance with current laws and regulations. Risk Management The Company is exposed to various risks of loss from torts; theft of, damage to, and destruction of assets; business interruption; errors and omissions; employment practices; employee injuries; and natural disasters. These risks are covered by commercial insurance purchased from independent third parties. Litigation The Company is involved in various legal actions arising in the normal course of business. In consultation with legal counsel, management estimates that these matters will be resolved without material adverse effect on the Company’s financial position. | NOTE 12. LITIGATION AND CONTINGENCIES Compliance The health care industry is subject to numerous laws and regulations of federal, state, and local governments. Compliance with these laws and regulations, specifically those related to the Medicare and Medicaid programs, can be subject to government review and interpretation, as well as regulatory actions unknown and not yet asserted at this time. Management believes that the Company is in substantial compliance with current laws and regulations. Risk Management The Company is exposed to various risks of loss from torts; theft of, damage to, and destruction of assets; business interruption; errors and omissions; employment practices; employee injuries; and natural disasters. These risks are covered by commercial insurance purchased from independent third parties. Litigation The Company is involved in various legal actions arising in the normal course of business. In consultation with legal counsel, management estimates that these matters will be resolved without material adverse effect on the Company’s financial position. |
SEGMENT FINANCIAL INFORMATION_2
SEGMENT FINANCIAL INFORMATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SEGMENT FINANCIAL INFORMATION | ||
SEGMENT FINANCIAL INFORMATION | NOTE 11. SEGMENT FINANCIAL INFORMATION The Company’s chief operating decision maker regularly reviews financial operating results on a combined basis for purposes of allocating resources and evaluating financial performance. The Company identifies operating segments based on this review by its chief operating decision makers and operates in and reports as a single operating segment, which is to care for its patients’ needs. For the periods presented, all of the Company’s long-lived assets were located in the United States, and all revenue was earned in the United States. | NOTE 13. SEGMENT FINANCIAL INFORMATION The Company’s chief operating decision maker regularly reviews financial operating results on a combined basis for purposes of allocating resources and evaluating financial performance. The Company identifies operating segments based on this review by its chief operating decision makers and operates in and reports as a single operating segment, which is to care for its patients’ needs. For the periods presented, all of the Company’s long-lived assets were located in the United States, and all revenue was earned in the United States. |
PRO FORMA FINANCIAL INFORMATION
PRO FORMA FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2020 | |
PRO FORMA FINANCIAL INFORMATION | |
PRO FORMA FINANCIAL INFORMATION | NOTE 14. PRO FORMA FINANCIAL INFORMATION (UNAUDITED) On August 14, 2019, CareMax Medical Group of Tamarac, LLC (“Buyer”) purchased the net assets of New Life Health Group Inc. (“Seller”) that resulted in the Buyer obtaining a 100% controlling financial interest of a business. On December 10, 2020, CareMax purchased the net assets of Clinica Las Americas (“Havana II”) that resulted in obtaining a 100% controlling financial interest in a new business. See Note 5. The following unaudited pro forma combined financial information of CareMax Medical Group, LLC (“CareMax”) gives effect to the acquisitions as if they had been completed on January 1, 2019 (the “assumed date”). The unaudited pro forma combined statements of operations are presented for the years ended December 31, 2020 and 2019. The unaudited pro forma combined financial statements are for informational and illustrative purposes only, and are not necessarily indicative of the financial results that would have been achieved, had the events and transactions occurred on the assumed date, nor are such financial statements necessarily indicative of the results of operations in future periods. The unaudited pro forma combined financial statements do not include realization of cost savings expected to result from the acquisition. The historical financial information has been adjusted to give effect to pro forma adjustments that are (i) directly attributable to the acquisition, (ii) factually supportable, and (iii) expected to have a continuing impact on the Company’s combined results. CareMax As Reported for the Year Ended Havana II December 31, acquisition CareMax 2020 adjustments(1) Pro Forma REVENUE Capitated Revenue $ 120,055,312 $ 7,104,112 $ 127,159,424 Other Revenue 369,939 — 369,939 Total Revenue 120,425,251 7,104,112 127,529,363 EXPENSES Medical Expenses 67,014,557 3,958,090 70,972,647 Administrative Fee 17,003,977 — 17,003,977 Selling, General & Administrative Expenses 27,107,059 1,663,158 28,770,217 Total Operating Expenses 111,125,593 5,621,248 116,746,841 Interest expense 1,728,024 — 1,728,024 Net Income (Loss) $ 7,571,634 $ 1,482,864 $ 9,054,498 Net Income (Loss) Atttributable to Noncontrolling Interest (29,269) (29,269) Net Income Atttributable to Controlling Interest $ 7,600,903 $ 9,083,767 Net Income per unit, basic and diluted $ 38,005 $ 45,419 (1) The pro forma adjustments include the revenue and expenses of the acquired company assuming the transaction was completed on January 1, 2019. The pro forma adjustments detailed above represent the activity of Havana II from January 1, 2020 to the date of acquisition. CareMax As Reported for the Year Ended Tamarac Havana II December 31, acquisition acquisition CareMax 2019 adjustments(2) adjustments(2) Pro Forma REVENUE Capitated Revenue $ 90,109,682 $ 7,866,743 $ 7,897,179 $ 105,873,604 Other Revenue 491,859 491,859 Total Revenue 90,601,541 7,866,743 7,897,179 106,365,463 EXPENSES Medical Expenses 51,622,064 5,236,698 5,096,579 61,955,341 Administrative Fee 13,237,389 13,237,389 Selling, General and Administrative Expenses 19,176,227 1,258,679 1,729,189 22,164,095 Total Operating Expenses 84,035,680 6,495,377 6,825,767 97,356,824 Interest Expense 720,398 — — 720,398 Net Income $ 5,845,463 1,371,366 1,071,412 $ 8,288,241 Net Income (Loss) Atttributable to Noncontrolling Interest (173,194) (173,194) Net Income Atttributable to Controlling Interest $ 6,018,657 $ 8,461,435 Net Income per unit, basic and diluted $ 30,093 $ 42,307 (2) The pro forma adjustments include the revenue and expenses of the acquired companies assuming the transactions were completed on January 1, 2019. The pro forma adjustments detailed above represent the activity of Tamarac from January 1, 2019 to the date of acquisition and Havana II from January 1, 2019 to December 31 2019. |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Use of Estimates | Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include the valuation of and related impairment recognition of long-lived assets, including intangibles and goodwill and settlements related to revenue and the revenue accrual. Actual results could differ from those estimates. | Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include the valuation of and related impairment recognition of long-lived assets, including intangibles and goodwill and settlements related to revenue and the revenue accrual. Actual results could differ from those estimates. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions might be in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. HealthSun Health Plans (“HealthSun”) represented approximately 99% and 100% of the Company’s accounts receivable balance as of March 31, 2021 and December 31, 2020, respectively. HealthSun represented 83% and 95% of the Company’s revenues for the three months ended March 31, 2021 and 2020, respectively. | Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions might be in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company’s concentration of credit risk in accounts receivable is limited by the diversity, geography and number of patients and payers. HealthSun Health Plans (“HealthSun”) represented approximately 100% and 98% of the Company’s accounts receivable balance as of December 31, 2020 and 2019, respectively. HealthSun represented 90% and 99% of the Company’s revenues for the years ended December 31, 2020 and 2019, respectively. |
Revenue Recognition | Revenue Recognition Since capitated revenue is received regardless of whether services are performed, the performance obligation is the completion of enrollment of the patient and providing access to care. Fee-for-service revenue generally relates to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied. Capitated revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment of At-risk premium less an administrative charge for reporting on enrollees on a per patient basis (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members. Settlements with third-party payors for retroactive adjustments due to capitation risk adjustment, or claim audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors: · Geography of the service location · Demographics of members · Health needs of members · Method of reimbursement (capitation or fee for service) · Enrollment changes · Rate changes · For fee for service activities, the payors (for example, Medicare, Medicaid, commercial insurance, patient) which have different reimbursement/payment methodologies. The Company has elected the practical expedient allowed under Financial Accounting Standards Board (FASB) ASC 606‑10‑32‑18 and does not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to the Company’s expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. The Company has applied the practical expedient provided by FASB ASC 340‑40‑25‑4 and all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. For the three months ended March 31, 2021 and 2020, substantially all of the revenue recognized by the Company was from goods and services, namely, providing access to physicians and wellness centers. The Company had agreements in place with the payors listed below. Payor sources of capitated revenue for each period presented were as follows: Three months ended Three months ended March 31, 2021 March 31, 2020 HealthSun 83 % 95 % Simply Healthcare 7 % 5 % Humana 6 % 0 % CarePlus 3 % 0 % Medica 1 % 0 % 100 % 100 % Other Patient Service Revenue Other patient service revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination services and care management services and is also comprised of fee-for-service revenue. This is recognized at the time of service for patients who are not covered under capitated arrangements. | Revenue Recognition Since capitated revenue is received regardless of whether services are performed, the performance obligation is the completion of enrollment of the patient and providing access to care. Fee-for-service revenue generally relates to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied. Capitated revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment per patient per month (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. The Company is responsible for incurring or paying for the cost of healthcare services required by that patient population. Fees are recorded gross in revenues because the Company is acting as a principal in arranging for, providing and controlling the managed healthcare services provided to the managed care payors’ eligible enrolled members. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members. Settlements with third-party payors for retroactive adjustments due to capitation risk adjustment, or claim audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors: · Geography of the service location · Demographics of members · Health needs of members · Method of reimbursement (capitation or fee for service) · Enrollment changes · Rate changes · For fee for service activities, the payors (for example, Medicare, Medicaid, commercial insurance, patient) which have different reimbursement/payment methodologies. The Company has elected the practical expedient allowed under Financial Accounting Standards Board (FASB) ASC 606‑10‑32‑18 and does not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to the Company’s expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. The Company has applied the practical expedient provided by FASB ASC 340‑40‑25‑4 and all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. For the years ended December 31, 2020 and 2019 substantially all of the revenue recognized by the Company was from goods and services, namely, providing access to physicians and wellness centers. The Company had agreements in place with the payors listed below. Payor sources of capitated revenue for each period presented were as follows: Year ended Year ended December 31, 2020 December 31, 2019 HealthSun 90 % 99 % Simply Healthcare 6 % 1 % Humana 2 % — Preferred Care 1 % — CarePlus 1 % — 100 % 100 % Other Patient Service Revenue Other patient service revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination services and care management services and is also comprised of fee-for-service revenue. This is recognized at the time of service for patients who are not covered under capitated arrangements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of these assets approximates fair value. At times, amounts on deposit may be in excess of the Federal Deposit Insurance Corporation (FDIC) limit. | |
Accounts Receivable | Accounts Receivable Accounts Receivable consists of estimated risk adjustment settlements due from payors as described above, estimated settlements under the Medicare Part D program, and capitated funds withheld by payors subject to final settlement, less estimated claims outstanding. See Note 3 for additional detail on payor contracts. | |
Inventories | Inventories Inventories are measured at the lower of cost (first in, first out method) or net realizable value. | |
Deferred Financing Costs | Deferred Financing Costs The Company has adopted the accounting guidance in FASB Accounting Standards Update (ASU) No. 2015‑03, Interest-Imputation of Interest (Subtopic 835‑30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015‑03 requires an entity to present debt issuance costs as a direct deduction from the face amount of the related borrowings, amortize debt issuance costs using the effective interest method over the term of the related debt, and record amortization expense as a component of interest expense. On December 10, 2020, the Company amended the existing loan and security agreement with a third party and increased its borrowing by $8.5 million (see Note 7). Deferred financing costs associated with this increased debt amount were approximately $382,000. The amendment resulted in a loss on extinguishment of debt which included lender fees. Related amortization expense for the years ended December 31, 2020 and 2019 was $245,356 and $69,140, respectively. The amortization expense is calculated on a straight-line basis, which approximates the effective interest method. | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $10,067,730 at March 31, 2021 and December 31, 2020. Pursuant to ASC 350, “Intangibles — Goodwill and Other,” we review goodwill annually in the 4th quarter or whenever significant events or changes indicate the possibility of impairment. For purposes of the annual goodwill impairment assessment, the Company has identified a single reporting unit. The most recently completed impairment test of goodwill was performed in the fourth quarter of 2020, and it was determined that no impairment existed. There were no changes to the carrying amount of goodwill from December 31, 2020 to March 31, 2021. Identifiable intangible assets with a finite useful life are amortized over their useful lives. The Company has elected to amortize risk contract intangible assets over an 11‑year period and non-competition agreement intangible assets over a 5‑year period. We review the recoverability of long-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Identifiable Intangible Assets The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class: Gross Carrying Accumulated Weighted Average Amount Amortization Net Book Value Amortization Period (years) March 31, 2021 Risk Contracts $ 8,174,299 $ (867,318) $ 7,306,981 11 Non-compete agreements 1,319,883 (303,404) 1,016,479 5 Total $ 9,494,182 $ (1,170,722) $ 8,323,460 Gross Carrying Accumulated Weighted Average Amount Amortization Net Book Value Amortization Period (years) December 31, 2020 Risk Contracts $ 8,174,299 $ (681,538) $ 7,492,761 11 Non-compete agreements 1,319,883 (237,409) 1,082,474 5 Total $ 9,494,182 $ (918,947) $ 8,575,235 The estimated amortization expense related to the fair value of acquired intangible assets for the remainder of 2021 and each of the succeeding five years is: Amount Remainder of 2021 $ 755,321 2022 1,007,095 2023 998,291 2024 944,368 2025 841,215 2026 743,118 $ 5,289,408 | Goodwill and Intangible Assets Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $10,067,730 and $5,577,030 at December 31, 2020 and 2019, respectively. Pursuant to ASC 350, “Intangibles — Goodwill and Other,” we review goodwill annually in the 4th quarter or whenever significant events or changes indicate the possibility of impairment. For purposes of the annual goodwill impairment assessment, the Company has identified a single reporting unit. The most recently completed impairment test of goodwill was performed in the fourth quarter of 2020, and it was determined that no impairment existed. The following table displays a roll-forward of the carrying amount of goodwill by subsidiary from December 31, 2018 to December 31, 2020: Total Hiahleah Coral Way Tamarac Havana 1 Havana 2 Company Balances as of December 31, 2018 $ 186,150 $ 322,998 $ — $ — $ — 509,148 Goodwill Acquired — — 5,067,882 5,067,882 Impairment Losses — — — — Balances as of December 31, 2019 186,150 322,998 5,067,882 — — 5,577,030 Goodwill Acquired — — — 1,570,700 2,920,000 4,490,700 Impairment Losses — — — — — — Balances as of December 31, 2020 $ 186,150 $ 322,998 $ 5,067,882 $ 1,570,700 $ 2,920,000 $ 10,067,730 Identifiable intangible assets with a finite useful life are amortized over their useful lives. The Company has elected to amortize risk contract intangible assets over an 11‑year period and non-competition agreement intangible assets over a 5‑year period. Net intangible assets, subject to amortization, amounted to $8,575,235 and $5,043,021 at December 31, 2020 and 2019, respectively. We review the recoverability of long-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Amortization expense for intangible assets totaled $642,786 and $243,344 for the years ended December 31, 2020 and 2019, respectively. Expected annual amortization expense for these assets over the next five years and thereafter is as follows: Year ending December 31 Amount 2021 2022 2023 2024 2025 thereafter $ The following table displays a summary of identified intangible assets by asset type from December 31, 2018 to December 31, 2020: Risk Non-competition Total Contracts Agreements Intangible Assets Balances as of December 31, 2018 $ 395,287 $ 61,078 $ 456,365 Intangible Assets Acquired 4,180,000 650,000 4,830,000 Less Amortization Expense (180,617) (62,727) (243,344) Balances as of December 31, 2019 4,394,670 648,351 5,043,021 Intangible Assets Acquired 3,575,000 600,000 4,175,000 Less Amortization Expense (476,905) (165,881) (642,786) Balances as of December 31, 2020 $ 7,492,765 $ 1,082,470 $ 8,575,235 |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful life of each class of depreciable asset and is computed on the straight-line method. Leasehold improvements are depreciated over the lesser of the length of the related lease plus any renewal options or the estimated life of the asset. A summary of estimated useful lives is as follows: Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years | Property and Equipment Property and equipment is recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful life of each class of depreciable asset and is computed on the straight-line method. Leasehold improvements are depreciated over the lesser of the length of the related lease plus any renewal options or the estimated life of the asset. A summary of estimated useful lives is as follows: Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years |
Income Taxes | Income Taxes All entities of the Company are organized as limited liability companies, or LLCs. As a result, the federal and state income tax consequences of the Company’s operations are the direct responsibility of the unitholders. We record uncertain tax positions on the basis of the two-step process in ASC 740 in which we 1) determine whether it is more likely than not that the tax position will be sustained on the basis of the merits of the position and 2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. | Income Taxes All entities of the Company are organized as limited liability companies, or LLCs. As a result, the federal and state income tax consequences of the Company’s operations are the direct responsibility of the unitholders. We record uncertain tax positions on the basis of the two-step process in ASC 740 in which we 1) determine whether it is more likely than not that the tax position will be sustained on the basis of the merits of the position and 2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. |
Advertising and Promotional Costs | Advertising and Promotional Costs The Company expenses advertising and promotional costs when incurred. Advertising and promotional expenses were approximately $476,000 and $631,000 for the years ended December 31, 2020 and 2019, respectively. | |
Medical Expenses | Medical Expenses Medical expenses include capitation payments and fee for service claims paid, claims in process and pending, and an estimate of unreported claims and charges by physicians, hospitals, and other health care providers for services rendered to enrollees during the period. Changes to prior-period estimates of medical expenses are reflected in the current period. | Medical Expenses Medical expenses include capitation payments and fee for service claims paid, claims in process and pending, and an estimate of unreported claims and charges by physicians, hospitals, and other health care providers for services rendered to enrollees during the period. Changes to prior-period estimates of medical expenses are reflected in the current period. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2018, the FASB issued ASU 2018-17, Consolidation — Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) (“ASU 2018-17”). ASU 2018-17 eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. ASU 2018-17 is effective for a public company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. All entities are required to apply the adjustments in ASU 2018-17 retrospectively with a cumulative-effect adjustment to members’ equity at the beginning of the earliest period presented. Early adoption is permitted. The Company adopted the standard on January 1, 2021 with no material effect on its combined financial statements and related disclosures. In August 2018, the FASB issued ASC 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure for Fair Value Measurement (“ASU 2018‑13”), which modifies the disclosure requirements for fair value measurements. ASU 2018‑13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company adopted the new guidance on January 1, 2020, noting no impact on its combined financial statements and related disclosures. | Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board issued Accounting Standards Update (ASU) 2014‑09, Revenue from Contracts with Customers (Topic 606) (ASU 2014‑09). ASU 2014‑09’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the organization expects to be entitled in exchange for those goods or services. ASU 2014‑09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company early adopted ASU 2014‑09 on January 1, 2018 as described herein. ASU 2014‑09 requires entities to exercise more judgment and recognize revenue using a five-step process. The Company adopted ASU 2014‑09 using the modified retrospective method for all contracts effective January 1, 2018 and is applied individually to managed care contracts as explained in Note 3, and using a portfolio approach to group contracts with similar characteristics and analyze historical cash collections trends for other revenue sources. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the combined financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of members’ equity at the date of initial application. Prior periods have not been adjusted and no cumulative-effect adjustment in members’ equity was recorded. The impact of adopting ASU 2014‑09 did not have a significant impact on the Company’s combined balance sheet or combined statement of income. The Company evaluated the nature, amount, timing and uncertainty of revenue and cash flows using the five-step process provided within ASU 2014‑09. Revenue is primarily derived through capitated premium revenue under the payor agreement described herein. In January 2017, the FASB issued ASU 2017‑01, Business Combinations, Clarifying the Definition of a Business to address acquisitions of assets being accounted for as acquisitions of businesses by acquirers. A screen of the elements of a business was presented to aid in the determination of what constitutes a business. This ASU is effective for public business entities in annual periods beginning after December 15, 2017 including interim periods within those periods. We adopted the ASU on January 1, 2018. In August 2018, the FASB issued ASC 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure for Fair Value Measurement (“ASU 2018‑13”), which modifies the disclosure requirements for fair value measurements. ASU 2018‑13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company adopted the new guidance on January 1, 2020, noting no impact on its combined financial statements and related disclosures. In January 2017, the FASB issued ASU 2017‑04, Simplifying the Test for Goodwill Impairment to eliminate Step 2 of the goodwill impairment test requiring procedures to determine the fair value of a reporting unit and assigning it to all of its assets and liabilities, which was time consuming and costly. The ASU is effective for public business entities in fiscal years beginning after December 15, 2019. We adopted the ASU on January 1, 2020 with no impact to our financial statements. In March 2020, the FASB issued ASU 2020‑04, Reference Rate Reform in response to concerns about structural risks of interbank offering rates. The amendments apply to contracts, hedging relationships and other transactions that reference LIBOR or other reference rate expected to be discontinued. Because of reference rate reform, modifications of contracts within the scope of Topics 310, Receivables and 470, Debt should be accounted for prospectively by adjusting the effective interest. Amendments in the update are effective for all entities as of March 12, 2020 through December 31, 2022. The Company has elected to apply the amendments for any contract modifications that are received for Topic 470, Debt, prospectively, effective with the interim period which begins January 1, 2020. The Company has not received any contract modifications and therefore has incurred no changes to its financial statements. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016‑02, Leases (“ASU 2016‑02”), which amends the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. ASU 2016‑02 also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. In June 2020, the FASB issued ASU 2020‑05 that deferred the required effective date for non- issuers to fiscal years beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. The Company will therefore adopt ASU 2016‑02 on January 1, 2022. Because of the number of leases the Company utilizes to support its operations, the adoption of ASU 2016‑02 is expected to have a significant impact on the Company’s combined financial position and results of operations. Management is currently evaluating the extent of this anticipated impact on the Company’s combined financial statements, including quantitative and qualitative factors, as well as any changes to its leasing strategy that may be needed. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”). ASU 2016‑13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for us beginning January 1, 2022. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. The Company plans to adopt this standard on January 1, 2022 and does not believe adoption will have a material effect on its combined financial statements. Recent Accounting Pronouncements Not Yet Adopted In January 2020, the FASB issued ASU 2020‑01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) — Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020‑01”). ASU 2020‑01 clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2020‑01 will have on its combined financial statements. We do not expect that any other recently issued accounting guidance will have a significant effect on our combined financial statements. | Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016‑02, Leases (“ASU 2016‑02”), which amends the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. ASU 2016‑02 also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. In June 2020, the FASB issued ASU 2020‑05 that deferred the required effective date for non- issuers to fiscal years beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. The Company will therefore adopt ASU 2016‑02 on January 1, 2022. Because of the number of leases the Company utilizes to support its operations, the adoption of ASU 2016‑02 is expected to have a significant impact on the Company’s combined financial position and results of operations. Management is currently evaluating the extent of this anticipated impact on the Company’s combined financial statements, including quantitative and qualitative factors, as well as any changes to its leasing strategy that may be needed. In October 2018, the FASB issued ASU 2018‑17, Consolidation — Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) (“ASU 2018‑17”). ASU 2018‑17 eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. ASU 2018‑17 is effective for a public company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. All entities are required to apply the adjustments in ASU 2018‑17 retrospectively with a cumulative-effect adjustment to members’ equity at the beginning of the earliest period presented. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018‑17 will have on its combined financial statements and related disclosures. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”). ASU 2016‑13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for us beginning January 1, 2022. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. The Company plans to adopt this standard on January 1, 2023 and does not believe adoption will have a material effect on its combined financial statements. Recent Accounting Pronouncements Not Yet Adopted In January 2020, the FASB issued ASU 2020‑01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) — Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020‑01”). ASU 2020‑01 clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2020‑01 will have on its combined financial statements. We do not expect that any other recently issued accounting guidance will have a significant effect on our combined financial statements. |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Summary of payor sources of capitated revenue | The Company had agreements in place with the payors listed below. Payor sources of capitated revenue for each period presented were as follows: Three months ended Three months ended March 31, 2021 March 31, 2020 HealthSun 83 % 95 % Simply Healthcare 7 % 5 % Humana 6 % 0 % CarePlus 3 % 0 % Medica 1 % 0 % 100 % 100 % | The Company had agreements in place with the payors listed below. Payor sources of capitated revenue for each period presented were as follows: Year ended Year ended December 31, 2020 December 31, 2019 HealthSun 90 % 99 % Simply Healthcare 6 % 1 % Humana 2 % — Preferred Care 1 % — CarePlus 1 % — 100 % 100 % |
Summary of roll-forward of the carrying amount of goodwill by subsidiary | The following table displays a roll-forward of the carrying amount of goodwill by subsidiary from December 31, 2018 to December 31, 2020: Total Hiahleah Coral Way Tamarac Havana 1 Havana 2 Company Balances as of December 31, 2018 $ 186,150 $ 322,998 $ — $ — $ — 509,148 Goodwill Acquired — — 5,067,882 5,067,882 Impairment Losses — — — — Balances as of December 31, 2019 186,150 322,998 5,067,882 — — 5,577,030 Goodwill Acquired — — — 1,570,700 2,920,000 4,490,700 Impairment Losses — — — — — — Balances as of December 31, 2020 $ 186,150 $ 322,998 $ 5,067,882 $ 1,570,700 $ 2,920,000 $ 10,067,730 | |
Summary of expected annual amortization expense for intangible assets | Amount Remainder of 2021 $ 755,321 2022 1,007,095 2023 998,291 2024 944,368 2025 841,215 2026 743,118 $ 5,289,408 | Year ending December 31 Amount 2021 2022 2023 2024 2025 thereafter $ |
Summary of identified intangible assets by asset type | Gross Carrying Accumulated Weighted Average Amount Amortization Net Book Value Amortization Period (years) March 31, 2021 Risk Contracts $ 8,174,299 $ (867,318) $ 7,306,981 11 Non-compete agreements 1,319,883 (303,404) 1,016,479 5 Total $ 9,494,182 $ (1,170,722) $ 8,323,460 Gross Carrying Accumulated Weighted Average Amount Amortization Net Book Value Amortization Period (years) December 31, 2020 Risk Contracts $ 8,174,299 $ (681,538) $ 7,492,761 11 Non-compete agreements 1,319,883 (237,409) 1,082,474 5 Total $ 9,494,182 $ (918,947) $ 8,575,235 | The following table displays a summary of identified intangible assets by asset type from December 31, 2018 to December 31, 2020: Risk Non-competition Total Contracts Agreements Intangible Assets Balances as of December 31, 2018 $ 395,287 $ 61,078 $ 456,365 Intangible Assets Acquired 4,180,000 650,000 4,830,000 Less Amortization Expense (180,617) (62,727) (243,344) Balances as of December 31, 2019 4,394,670 648,351 5,043,021 Intangible Assets Acquired 3,575,000 600,000 4,175,000 Less Amortization Expense (476,905) (165,881) (642,786) Balances as of December 31, 2020 $ 7,492,765 $ 1,082,470 $ 8,575,235 |
Summary of estimated useful lives of property and equipment | Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years | Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years |
BUSINESS COMBINATIONS (Tables_2
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
BUSINESS COMBINATIONS | |
Summary of estimated fair value of the assets acquired for all business combinations | 2020 2019 Current Assets $ — $ 700,909 Property and Equipment 50,000 401,208 Security Deposit — 23,106 Identifiable Intangible Assets: Non-compete agreements 650,000 Risk Contracts 3,575,000 4,180,000 Net Assets Acquired 4,225,000 5,955,223 Excess of Consideration over Net Assets Acquired 4,490,700 5,067,882 Total Consideration $ 8,715,700 $ 11,023,105 |
PROPERTY AND EQUIPMENT (Table_2
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
Summary of property and equipment | March 31, 2021 December 31, 2020 Leasehold Improvements $ 2,725,713 $ 2,725,713 Vehicles 2,823,472 2,823,472 Furniture and Equipment 2,049,685 1,983,215 Construction in Progress 1,950,586 360,194 Total 9,549,456 7,892,594 Less: Accumulated Depreciation (3,358,497) (3,096,212) Total Property and Equipment, Net $ 6,190,959 $ 4,796,382 | 2020 2019 Leasehold Improvements $ 2,725,713 $ 971,558 Vehicles 2,823,472 2,823,473 Furniture and Equipment 1,983,215 1,330,185 Construction in Progress 360,194 566,794 Total 7,892,594 5,692,010 Less: Accumulated Depreciation (3,096,212) (2,237,791) Total Property and Equipment, Net $ 4,796,382 $ 3,454,219 |
LONG TERM DEBT (Tables)_2
LONG TERM DEBT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
LONG TERM DEBT | ||
Summary of long-term debt | 2021 2020 Various vehicle notes payable with Mercedes-Benz Financial Services with monthly principal and interest payments ranging from $607 to $996 and maturing August 2024 through November 2025. Interest rates ranging from 3.99% to 5.75%. Secured by the related vehicles. $ 237,200 $ 257,023 Medical equipment note payable with Wells Fargo Equipment Finance with monthly principal and interest payments of $2,961 at an interest rate of 5.71%, matured in March 2021. Secured by the related equipment. — 6,286 Medical equipment note payable with Conestoga Equipment Finance Corp. with monthly principal and interest payments of $818 at an interest rate of 7.88%, matured in February 2021. Secured by the related equipment. — 2,037 Asset purchase agreement holdback payable in equal principal installments over three years from closing, zero interest, final payment August 2022. Unsecured. 670,087 670,087 Asset purchase agreement holdback. Balloon payment due July 2023. 5% interest per annum. Unsecured. (see Note 5) 422,404 422,404 Term loan payable due to White Oak Healthcare Finance with variable interest and principal amortization, maturing with a balloon payment in August 2024. Interest includes a base rate of the greater of 2.25% or LIBOR plus an applicable margin between 5% and 6% depending on consolidated leverage ratio. (see below) Security interest granted on all assets of the borrowing entities 24,031,102 24,184,227 Payroll Protection Plan loan from Chase Bank. Maturity date April 2022 with annual interest rate of 0.98% Unsecured. 2,164,145 2,164,145 Less: Unamortized Debt Issuance Costs (342,331) (376,900) Total Long-Term Debt 27,182,607 27,329,309 Less: Current Maturities (992,174) (1,004,703) Long-Term Debt, Less Current Maturities $ 26,190,433 $ 26,324,606 | 2020 2019 Various vehicle notes payable with Mercedes-Benz Financial Services with monthly principal and interest payments ranging from $607 to $996 and maturing August 2024 through November 2025. Interest rates ranging from 3.99% to 5.75%. Secured by the related vehicles $ 257,023 $ 310,479 Medical equipment note payable with Wells Fargo Equipment Finance with monthly principal and interest payments of $2,961 at an interest rate of 5.71%, maturing in March 2021. Secured by the related equipment 6,286 43,021 Medical equipment note payable with Wells Fargo Equipment Finance with monthly principal and interest payments of $1,082 at an interest rate of 5.82%, matured in July 2020. Secured by the related equipment — 5,661 Medical equipment note payable with Conestoga Equipment Finance Corp. with monthly principal and interest payments of $818 at an interest rate of 7.88%, maturing in February 2021. Secured by the related equipment 2,037 11,316 Medical equipment note payable with Conestoga Equipment Finance Corp. with monthly principal and interest payments of $844 at an interest rate of 7.74%, matured in July 2020. Secured by the related equipment — 4,541 Asset purchase agreement holdback payable in equal principal installments over three years from closing, zero interest, final payment August 2022. Unsecured. (See Note 5) 670,087 1,000,000 Asset purchase agreement holdback. Balloon payment due July 2023. 5% interest per annum. Unsecured. (see Note 5) 422,404 — Term loan payable due to White Oak Healthcare Finance with variable interest and principal amortization, maturing with a balloon payment in August 2024. Interest includes a base rate of the greater of 2.25% or LIBOR plus an applicable margin between 5% and 6% depending on consolidated leverage ratio. (see below) Security interest granted on all assets of the borrowing entities 24,184,227 16,000,000 Payroll Protection Plan loan from Chase Bank. Maturity date April 2022 with annual interest rate of 0.98% Unsecured 2,164,145 — Less: Unamortized Debt Issuance Costs (376,900) (622,256) Total Long-Term Debt 27,329,309 16,752,762 Less: Current Maturities (1,004,703) (705,054) Long-Term Debt, Less Current Maturities 26,324,606 16,047,708 |
Summary of future maturities of long-term debt | Amount Remainder of 2021 $ 829,211 2022 3,143,563 2023 1,056,997 2024 22,488,676 2025 6,492 Total $ 27,524,939 | Year ending December 31, Amount 2021 $ 1,004,703 2022 3,147,262 2023 1,056,997 2024 22,490,755 2025 6,492 Total $ 27,706,209 |
EQUITY METHOD INVESTMENTS, VA_7
EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS | ||
Summarized financial information for Care Smile | Summarized financial information for Care Smile as of March 31, 2021 and December 31, 2020 is as follows: March 31, 2021 December 31, 2020 Total Assets $ 93,591 $ 93,720 Total Liabilities $ 243,833 $ 243,926 | Summarized financial information for Care Smile as of and for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Net Loss $ (96,927) $ (20,630) Total Assets $ 93,720 $ — Total Liabilities $ 243,926 $ 53,278 |
OPERATING LEASES AND COMMITME_8
OPERATING LEASES AND COMMITMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OPERATING LEASES AND COMMITMENTS | ||
Summary of future minimum rental payments | Amount Remainder of 2021 2,838,066 2022 3,239,967 2023 3,229,408 2024 2,979,123 2025 2,886,998 thereafter 16,293,102 Total $ 31,466,664 | Year ending December 31, Amount 2021 3,320,162 2022 2,721,673 2023 2,695,461 2024 2,429,073 2025 2,320,395 Thereafter 14,904,083 Total $ 28,390,847 |
Summary of optional renewal terms that have them in their lease agreements | Legal Entity Optional Renewal Term CareMax Medical Group Tamarac One ten year period Managed Health Care Partners Two five year periods CareMax Medical Group North Miami Two five year periods CareMax Medical Group Hialeah One five year period CareMax Medical Group Miami One five year period CareMax Little Havana 1 Five one year periods CareMax East Hiahleah Two five year periods | Legal Entity Optional Renewal Term CareMax Medical Group Tamarac One ten year period Managed Health Care Partners Two five year periods CareMax Medical Group North Miami Two five year periods CareMax Medical Group Hialeah One five year period CareMax Medical Group Miami One five year period CareMax Little Havana 1 Five one year periods CareMax East Hiahleah Two five year periods |
PRO FORMA FINANCIAL INFORMATI_2
PRO FORMA FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PRO FORMA FINANCIAL INFORMATION | |
Summary of unaudited pro forma combined statements of operations | CareMax As Reported for the Year Ended Havana II December 31, acquisition CareMax 2020 adjustments(1) Pro Forma REVENUE Capitated Revenue $ 120,055,312 $ 7,104,112 $ 127,159,424 Other Revenue 369,939 — 369,939 Total Revenue 120,425,251 7,104,112 127,529,363 EXPENSES Medical Expenses 67,014,557 3,958,090 70,972,647 Administrative Fee 17,003,977 — 17,003,977 Selling, General & Administrative Expenses 27,107,059 1,663,158 28,770,217 Total Operating Expenses 111,125,593 5,621,248 116,746,841 Interest expense 1,728,024 — 1,728,024 Net Income (Loss) $ 7,571,634 $ 1,482,864 $ 9,054,498 Net Income (Loss) Atttributable to Noncontrolling Interest (29,269) (29,269) Net Income Atttributable to Controlling Interest $ 7,600,903 $ 9,083,767 Net Income per unit, basic and diluted $ 38,005 $ 45,419 (1) The pro forma adjustments include the revenue and expenses of the acquired company assuming the transaction was completed on January 1, 2019. The pro forma adjustments detailed above represent the activity of Havana II from January 1, 2020 to the date of acquisition. CareMax As Reported for the Year Ended Tamarac Havana II December 31, acquisition acquisition CareMax 2019 adjustments(2) adjustments(2) Pro Forma REVENUE Capitated Revenue $ 90,109,682 $ 7,866,743 $ 7,897,179 $ 105,873,604 Other Revenue 491,859 491,859 Total Revenue 90,601,541 7,866,743 7,897,179 106,365,463 EXPENSES Medical Expenses 51,622,064 5,236,698 5,096,579 61,955,341 Administrative Fee 13,237,389 13,237,389 Selling, General and Administrative Expenses 19,176,227 1,258,679 1,729,189 22,164,095 Total Operating Expenses 84,035,680 6,495,377 6,825,767 97,356,824 Interest Expense 720,398 — — 720,398 Net Income $ 5,845,463 1,371,366 1,071,412 $ 8,288,241 Net Income (Loss) Atttributable to Noncontrolling Interest (173,194) (173,194) Net Income Atttributable to Controlling Interest $ 6,018,657 $ 8,461,435 Net Income per unit, basic and diluted $ 30,093 $ 42,307 (2) The pro forma adjustments include the revenue and expenses of the acquired companies assuming the transactions were completed on January 1, 2019. The pro forma adjustments detailed above represent the activity of Tamarac from January 1, 2019 to the date of acquisition and Havana II from January 1, 2019 to December 31 2019. |
NATURE OF BUSINESS (Details)_2
NATURE OF BUSINESS (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021Center | Dec. 31, 2020companyCenter | |
NATURE OF BUSINESS | ||
Number of centers in South Florida operated by entity | 11 | 12 |
Number of under construction and due to open centers | 2 | 1 |
Number of limited liability companies | company | 2 |
NATURE OF BUSINESS - Basis of_2
NATURE OF BUSINESS - Basis of Presentation (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
CareMax Medical Center, LLC | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | |
Broward | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Hialeah | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Homestead | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Miami | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
North Miami | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Coral Way | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Tamarac | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Westchester | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Pembroke Pines | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Pines Care | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Little Havana One | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
Little Havana Two | ||
Nature of Business [Line Items] | ||
Ownership interest held | 100.00% | 100.00% |
NATURE OF BUSINESS - Non Cont_2
NATURE OF BUSINESS - Non Controlling Interest (Details) | Dec. 14, 2020USD ($) | Feb. 29, 2020USD ($)installment | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 10, 2020 | Aug. 14, 2020 | Jul. 30, 2020 |
Nature of Business [Line Items] | |||||||||
Ownership interest acquired | 100.00% | 100.00% | 100.00% | ||||||
Consideration to acquire non-controlling interest | $ 33,333 | $ 216,766 | $ 1,896,767 | $ 473,219 | |||||
Accounts Payable | |||||||||
Nature of Business [Line Items] | |||||||||
Amount of holdback retained | $ 170,000 | ||||||||
Hialeah | |||||||||
Nature of Business [Line Items] | |||||||||
Ownership interest acquired | 25.00% | 24.00% | |||||||
Consideration to acquire non-controlling interest | $ 1,700,000 | $ 473,219 | |||||||
Non-controlling interest share | 25.00% | ||||||||
Pembroke Pines | |||||||||
Nature of Business [Line Items] | |||||||||
Ownership interest acquired | 40.00% | ||||||||
Consideration to acquire non-controlling interest | $ 400,000 | ||||||||
Lumpsum payment | $ 200,000 | ||||||||
Number of equal monthly installments | installment | 12 | ||||||||
Equal monthly installments | $ 16,667 | ||||||||
Pembroke Pines | Accounts Payable | |||||||||
Nature of Business [Line Items] | |||||||||
Remaining balance | $ 33,333 | ||||||||
Pines Care | |||||||||
Nature of Business [Line Items] | |||||||||
Ownership interest acquired | 40.00% | ||||||||
Consideration to acquire non-controlling interest | $ 100 |
NATURE OF BUSINESS - Deerfiel_2
NATURE OF BUSINESS - Deerfield Healthcare (Details) | Dec. 18, 2020 |
Deerfield Healthcare Technology Acquisition | |
Nature of Business [Line Items] | |
Equity interest of entity acquired by parent | 100.00% |
NATURE OF BUSINESS - Addition_2
NATURE OF BUSINESS - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Apr. 30, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Amount of loan received | $ 2,164,145 | |
Paycheck Protection Program | ||
Debt Instrument [Line Items] | ||
Amount of loan received | $ 2,164,000 | |
Interest rates | 0.98% |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - HealthSun | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts receivable | ||||
Concentration Risk [Line Items] | ||||
Concentration risk (as a percentage) | 99.00% | 100.00% | 98.00% | |
Revenue | ||||
Concentration Risk [Line Items] | ||||
Concentration risk (as a percentage) | 83.00% | 95.00% | 90.00% | 99.00% |
SUMMARY OF SIGNIFICANT ACCOU_15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Capitated Revenue (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | ||||
Capitated revenue | 100.00% | 100.00% | 100.00% | 100.00% |
HealthSun | ||||
Concentration Risk [Line Items] | ||||
Capitated revenue | 83.00% | 95.00% | 90.00% | 99.00% |
Simply Healthcare | ||||
Concentration Risk [Line Items] | ||||
Capitated revenue | 7.00% | 5.00% | 6.00% | 1.00% |
Humana | ||||
Concentration Risk [Line Items] | ||||
Capitated revenue | 6.00% | 0.00% | 2.00% | |
Preferred Care | ||||
Concentration Risk [Line Items] | ||||
Capitated revenue | 1.00% | |||
CarePlus | ||||
Concentration Risk [Line Items] | ||||
Capitated revenue | 3.00% | 0.00% | 1.00% |
SUMMARY OF SIGNIFICANT ACCOU_16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred Financing Costs (Details) - USD ($) | Dec. 10, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Deferred financing costs | $ 376,900 | $ 622,256 | ||
Amortization expense of deferred financing costs | $ 34,569 | 176,528 | 69,139 | |
Loan and security agreement | ||||
Debt Instrument [Line Items] | ||||
Increase in borrowings | $ 8,500,000 | |||
Deferred financing costs | $ 382,000 | |||
Amortization expense of deferred financing costs | $ 245,356 | $ 69,140 |
SUMMARY OF SIGNIFICANT ACCOU_17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Carrying Amount Of Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | |
Goodwill [Line Items] | |||
Goodwill | $ 10,067,730 | $ 5,577,030 | $ 10,067,730 |
Goodwill [Roll Forward] | |||
Balance at the beginning | 5,577,030 | 509,148 | |
Goodwill Acquired | 4,490,700 | 5,067,882 | |
Balance at the end | 10,067,730 | 5,577,030 | |
Hialeah | |||
Goodwill [Line Items] | |||
Goodwill | 186,150 | 186,150 | |
Goodwill [Roll Forward] | |||
Balance at the beginning | 186,150 | 186,150 | |
Balance at the end | 186,150 | 186,150 | |
Coral Way | |||
Goodwill [Line Items] | |||
Goodwill | 322,998 | 322,998 | |
Goodwill [Roll Forward] | |||
Balance at the beginning | 322,998 | 322,998 | |
Balance at the end | 322,998 | 322,998 | |
Tamarac | |||
Goodwill [Line Items] | |||
Goodwill | 5,067,882 | 5,067,882 | |
Goodwill [Roll Forward] | |||
Balance at the beginning | 5,067,882 | ||
Goodwill Acquired | 5,067,882 | ||
Balance at the end | 5,067,882 | $ 5,067,882 | |
Little Havana One | |||
Goodwill [Line Items] | |||
Goodwill | 1,570,700 | ||
Goodwill [Roll Forward] | |||
Goodwill Acquired | 1,570,700 | ||
Balance at the end | 1,570,700 | ||
Little Havana Two | |||
Goodwill [Line Items] | |||
Goodwill | 2,920,000 | ||
Goodwill [Roll Forward] | |||
Goodwill Acquired | 2,920,000 | ||
Balance at the end | $ 2,920,000 |
SUMMARY OF SIGNIFICANT ACCOU_18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Net intangible assets, subject to amortization | $ 8,323,460 | $ 8,575,235 | $ 5,043,021 | $ 456,365 |
Amortization expense for intangible assets | $ 642,786 | 243,344 | ||
Contract-Based Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization period | 11 years | 11 years | ||
Net intangible assets, subject to amortization | $ 7,306,981 | $ 7,492,761 | 4,394,670 | 395,287 |
Amortization expense for intangible assets | $ 476,905 | 180,617 | ||
Noncompete Agreements [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization period | 5 years | 5 years | ||
Net intangible assets, subject to amortization | $ 1,016,479 | $ 1,082,474 | 648,351 | $ 61,078 |
Amortization expense for intangible assets | $ 165,881 | $ 62,727 |
SUMMARY OF SIGNIFICANT ACCOU_19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Expected Annual Amortization Expense (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Expected annual amortization expense | ||||
2021 | $ 1,007,095 | |||
2022 | 1,007,095 | |||
2023 | 998,291 | |||
2024 | 944,368 | |||
2025 | 841,215 | |||
Thereafter | 3,777,171 | |||
Total | $ 8,323,460 | $ 8,575,235 | $ 5,043,021 | $ 456,365 |
SUMMARY OF SIGNIFICANT ACCOU_20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Identified Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Balance at the beginning | $ 5,043,021 | $ 456,365 |
Intangible Assets Acquired | 4,175,000 | 4,830,000 |
Less Amortization Expense | (642,786) | (243,344) |
Balance at the end | 8,575,235 | 5,043,021 |
Contract-Based Intangible Assets [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Balance at the beginning | 4,394,670 | 395,287 |
Intangible Assets Acquired | 3,575,000 | 4,180,000 |
Less Amortization Expense | (476,905) | (180,617) |
Balance at the end | 7,492,761 | 4,394,670 |
Noncompete Agreements [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Balance at the beginning | 648,351 | 61,078 |
Intangible Assets Acquired | 600,000 | 650,000 |
Less Amortization Expense | (165,881) | (62,727) |
Balance at the end | $ 1,082,474 | $ 648,351 |
SUMMARY OF SIGNIFICANT ACCOU_21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 5 years | 5 years |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 3 years | 3 years |
Minimum | Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 15 years | 15 years |
Minimum | Furniture and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 5 years | 5 years |
Maximum | Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 39 years | 39 years |
Maximum | Furniture and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 7 years | 7 years |
SUMMARY OF SIGNIFICANT ACCOU_22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising and Promotional Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Advertising and Promotional Costs | ||
Advertising and promotional expenses | $ 476,000 | $ 631,000 |
PAYOR AND PROVIDER AGREEMENTS_3
PAYOR AND PROVIDER AGREEMENTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | ||||
Capitated revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Administrative Fee | $ 17,003,977 | $ 13,237,389 | ||
HealthSun | ||||
Concentration Risk [Line Items] | ||||
Capitated revenue | 83.00% | 95.00% | 90.00% | 99.00% |
Administrative fee (as a percent) | 15.00% | 15.00% | ||
Capitation payments as percentage of gross premiums | 30.00% | 30.00% | ||
Percentage of gross premiums | 85.00% | 85.00% | ||
Administrative Fee | $ 17,000,000 | $ 13,200,000 | ||
Other MSO arrangements (as a percent) | 17.00% | 5.00% | 1.00% |
REINSURANCE POLICY BETWEEN MS_4
REINSURANCE POLICY BETWEEN MSO AND COMPANY, THE BENEFICIARY (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effects of Reinsurance [Line Items] | ||||
Individual claims (as a percent) | 90.00% | 90.00% | ||
Reinsurance recoveries | $ 363,000 | $ 133,000 | $ 310,000 | $ 1,479,000 |
Reinsurance premium expense | 412,000 | $ 330,000 | 1,000,000 | $ 764,000 |
Minimum | ||||
Effects of Reinsurance [Line Items] | ||||
Individual claims | 150,000 | 150,000 | ||
Maximum | ||||
Effects of Reinsurance [Line Items] | ||||
Individual claims | $ 2,000,000 | $ 2,000,000 |
BUSINESS COMBINATIONS (Detail_2
BUSINESS COMBINATIONS (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Price per share | $ 10 | |
Members of CareMax | ||
Business Acquisition [Line Items] | ||
Aggregate consideration payable | $ 364 | |
Cash consideration (as a percent) | 68.00% | |
Earnout Shares | 3,500,000 | 3,500,000 |
Members of IMC | ||
Business Acquisition [Line Items] | ||
Aggregate consideration payable | $ 250 | |
Cash consideration (as a percent) | 45.00% | |
Earnout Shares | 2,900,000 | 2,900,000 |
BUSINESS COMBINATIONS - Compl_2
BUSINESS COMBINATIONS - Completed Business Combinations (Details) | Dec. 10, 2020USD ($)agreement | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 14, 2020 | Jul. 30, 2020 |
Business Acquisition [Line Items] | |||||
Percentage of controlling financial interest acquired | 100.00% | 100.00% | 100.00% | ||
Payments for acquisition | $ 2,565,700 | $ 10,023,106 | |||
Little Havana Two | |||||
Business Acquisition [Line Items] | |||||
Percentage of controlling financial interest acquired | 100.00% | ||||
Payments for acquisition | $ 4,125,000 | ||||
Additional contingent payment | $ 875,000 | ||||
Number of additional contingent payments | agreement | 4 | ||||
Contingent payments for achieving increasingly higher enrollment thresholds | $ 175,000 | ||||
Revenue since acquisition | 500,000 | ||||
Net loss since acquisition | $ 300,000 |
BUSINESS COMBINATIONS - Addit_2
BUSINESS COMBINATIONS - Additional Information (Details) - USD ($) | Jul. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 10, 2020 | Aug. 14, 2020 |
Business Acquisition [Line Items] | |||||
Percentage of controlling financial interest acquired | 100.00% | 100.00% | 100.00% | ||
Interest expense | $ 5,625 | $ 8,876 | |||
Little Havana, LLC | |||||
Business Acquisition [Line Items] | |||||
Percentage of controlling financial interest acquired | 100.00% | ||||
Purchase price | $ 3,015,700 | ||||
Promissory note executed by the Company included in purchase price | $ 450,000 | ||||
Interest rate per annum | 5.00% | ||||
Revenue since acquisition | $ 1,500,000 | ||||
Net loss since acquisition | $ 500,000 |
BUSINESS COMBINATIONS - Tamarac
BUSINESS COMBINATIONS - Tamarac (Details) - USD ($) | Aug. 14, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 10, 2020 | Jul. 30, 2020 | Aug. 14, 2019 |
Business Acquisition [Line Items] | ||||||
Percentage of controlling financial interest acquired | 100.00% | 100.00% | 100.00% | |||
Earn-out earned and paid | $ 1,000,000 | |||||
Amount of holdback to be paid out over three years after closing | $ 1,000,000 | |||||
Holdback payments term | 3 years | |||||
Payments made from the holdback | $ 330,000 | |||||
Tamarac | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of controlling financial interest acquired | 100.00% | |||||
Purchase price | $ 10,000,000 | |||||
Additional earn out compensation | $ 1,000,000 | |||||
Amount of holdback to be paid out over three years after closing | $ 1,000,000 | $ 1,000,000 | ||||
Holdback payments term | 3 years | 3 years |
BUSINESS COMBINATIONS - Estimat
BUSINESS COMBINATIONS - Estimated Fair Value Of The Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Estimated fair value of the assets acquired for all business combinations | ||
Current Assets | $ 700,909 | |
Property and Equipment | $ 50,000 | 401,208 |
Security Deposit | 23,106 | |
Net Assets Acquired | 4,225,000 | 5,955,223 |
Excess of Consideration over Net Assets Acquired | 4,490,700 | 5,067,882 |
Total Consideration | 8,715,700 | 11,023,105 |
Liabilities assumed in the acquisitions | 0 | |
Goodwill expected to be deductible for tax purposes | $ 15,900,000 | |
Term for goodwill expected to be deductible for tax purposes | 15 years | |
Noncompete Agreements [Member] | ||
Estimated fair value of the assets acquired for all business combinations | ||
Identifiable Intangible Assets | $ 600,000 | 650,000 |
Contract-Based Intangible Assets [Member] | ||
Estimated fair value of the assets acquired for all business combinations | ||
Identifiable Intangible Assets | $ 3,575,000 | $ 4,180,000 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Property and Equipment, Gross | $ 9,549,456 | $ 7,892,594 | $ 5,692,010 | |
Less: Accumulated Depreciation | (3,358,497) | (3,096,212) | (2,237,791) | |
Total Property and Equipment, Net | 6,190,959 | 4,796,382 | 3,454,219 | |
Estimated total cost to complete the construction in progress | 1,500,000 | 1,500,000 | ||
Depreciation expense | 262,285 | $ 216,395 | 858,421 | 732,552 |
Leasehold Improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and Equipment, Gross | 2,725,713 | 2,725,713 | 971,558 | |
Vehicles | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and Equipment, Gross | 2,823,472 | 2,823,472 | 2,823,473 | |
Furniture and Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and Equipment, Gross | 2,049,685 | 1,983,215 | 1,330,185 | |
Construction in Progress | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and Equipment, Gross | $ 1,950,586 | $ 360,194 | $ 566,794 |
LONG TERM DEBT (Details)_2
LONG TERM DEBT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
LONG TERM DEBT | |||
Long-Term Debt, gross | $ 27,524,939 | $ 27,706,209 | |
Less: Unamortized Debt Issuance Costs | (376,900) | $ (622,256) | |
Total Long-Term Debt | 27,182,607 | 27,329,309 | 16,752,762 |
Less: Current Maturities | (992,174) | (1,004,703) | (705,054) |
Long-Term Debt, Less Current Maturities | 26,190,433 | $ 26,324,606 | 16,047,708 |
Holdback payments term | 3 years | ||
Various vehicle notes payable with Mercedes-Benz Financial Services | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | 237,200 | $ 257,023 | 310,479 |
Medical equipment note payable with Wells Fargo Equipment Finance with interest rate of 5.71% | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | 6,286 | 43,021 | |
Monthly principal and interest payments | $ 2,961 | $ 2,961 | |
Interest rates | 5.71% | 5.71% | |
Medical equipment note payable with Wells Fargo Equipment Finance with interest rate of 5.82% | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | 5,661 | ||
Monthly principal and interest payments | $ 1,082 | ||
Interest rates | 5.82% | ||
Medical equipment note payable with Conestoga Equipment Finance Corp with interest rate of 7.88% | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | $ 2,037 | 11,316 | |
Monthly principal and interest payments | $ 818 | $ 818 | |
Interest rates | 7.88% | 7.88% | |
Medical equipment note payable with Conestoga Equipment Finance Corp with interest rate of 7.74% | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | 4,541 | ||
Monthly principal and interest payments | $ 844 | ||
Interest rates | 7.74% | ||
Asset purchase agreement holdback payable | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | $ 670,087 | $ 670,087 | 1,000,000 |
Holdback payments term | 3 years | 3 years | |
Asset purchase agreement holdback | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | $ 422,404 | $ 422,404 | |
Interest rates | 5.00% | 5.00% | |
Term loan payable due to White Oak Healthcare Finance | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | $ 24,031,102 | $ 24,184,227 | $ 16,000,000 |
Interest rates | 2.25% | 2.25% | |
Payroll Protection Plan loan from Chase Bank | |||
LONG TERM DEBT | |||
Long-Term Debt, gross | $ 2,164,145 | $ 2,164,145 | |
Interest rates | 0.98% | 0.98% | |
Minimum | Various vehicle notes payable with Mercedes-Benz Financial Services | |||
LONG TERM DEBT | |||
Monthly principal and interest payments | $ 607 | $ 607 | |
Interest rates | 3.99% | 3.99% | |
Minimum | LIBOR | Term loan payable due to White Oak Healthcare Finance | |||
LONG TERM DEBT | |||
Applicable margin on variable rate | 5.00% | 5.00% | |
Maximum | Various vehicle notes payable with Mercedes-Benz Financial Services | |||
LONG TERM DEBT | |||
Monthly principal and interest payments | $ 996 | $ 996 | |
Interest rates | 5.75% | 5.75% | |
Maximum | LIBOR | Term loan payable due to White Oak Healthcare Finance | |||
LONG TERM DEBT | |||
Applicable margin on variable rate | 6.00% | 6.00% |
LONG TERM DEBT - Future matur_2
LONG TERM DEBT - Future maturities of long-term debt (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Future maturities of long-term debt | ||
2021 | $ 3,143,563 | $ 1,004,703 |
2022 | 1,056,997 | 3,147,262 |
2023 | 22,488,676 | 1,056,997 |
2024 | 6,492 | 22,490,755 |
2025 | 6,492 | |
Total Long-Term Debt | $ 27,524,939 | $ 27,706,209 |
LONG TERM DEBT - Additional i_2
LONG TERM DEBT - Additional information (Details) - USD ($) | Dec. 10, 2020 | May 01, 2020 | Aug. 14, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 09, 2020 |
Debt Instrument [Line Items] | ||||||||
Deferred financing costs | $ 376,900 | $ 622,256 | ||||||
Repayments of revolving loan commitment | 1,350,000 | |||||||
Payments for acquisition | 2,565,700 | 10,023,106 | ||||||
Payments of debt issuance costs | 125,000 | |||||||
Loss on extinguishment of debt | (451,496) | |||||||
Amount of holdback to be paid out over three years after closing | $ 1,000,000 | |||||||
Holdback payments term | 3 years | |||||||
Long-Term Debt, gross | $ 27,524,939 | $ 27,706,209 | ||||||
Little Havana Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments for acquisition | $ 4,125,000 | |||||||
Tamarac | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount of holdback to be paid out over three years after closing | $ 1,000,000 | $ 1,000,000 | ||||||
Holdback payments term | 3 years | 3 years | ||||||
Loan and security agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Total loan commitment | $ 18,500,000 | |||||||
Interest rates | 2.25% | |||||||
Deferred financing costs | 382,000 | |||||||
Increase in borrowing | 8,500,000 | |||||||
Payments of debt issuance costs | 400,000 | |||||||
Interest expense | $ 467,000 | $ 370,000 | $ 1,400,000 | |||||
Loss on extinguishment of debt | $ 450,000 | |||||||
Threshold period to calculate consolidated excess cash flow | 120 days | 120 days | ||||||
Loan and security agreement | Little Havana Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments for acquisition | 4,000,000 | |||||||
Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Total loan commitment | 24,500,000 | $ 16,000,000 | $ 16,000,000 | |||||
Deferred financing costs | 691,395 | $ 382,000 | ||||||
Increase in borrowing | 8,500,000 | |||||||
Proceeds from issuance of debt | $ 16,000,000 | |||||||
Revolving loan commitment | ||||||||
Debt Instrument [Line Items] | ||||||||
Total loan commitment | $ 2,500,000 | |||||||
Repayments of revolving loan commitment | $ 2,500,000 | |||||||
Asset purchase agreement holdback payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Holdback payments term | 3 years | 3 years | ||||||
Long-Term Debt, gross | $ 670,087 | $ 670,087 | $ 1,000,000 | |||||
Minimum | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Required amortization percentage | 2.50% | |||||||
Maximum | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Required amortization percentage | 10.00% | |||||||
LIBOR | Loan and security agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin on variable rate | 6.00% | |||||||
Applicable margin, floor | 5.00% |
EQUITY METHOD INVESTMENTS, VA_8
EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS (Details) - Care Smile, LLC - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest which is accounted for under the equity method | 49.00% | 49.00% | |
Balance of the equity investment | $ 0 | $ 0 | $ 0 |
Contributions to equity method investee | $ 0 | 0 | 0 |
Distributions from equity method investee | $ 0 | $ 0 |
EQUITY METHOD INVESTMENTS, VA_9
EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS - Financial information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity Method Investment, Summarized Financial Information [Abstract] | ||||
Net Income (Loss) | $ 1,301,696 | $ 3,260,810 | $ 7,600,903 | $ 6,018,657 |
Total Assets | 40,971,027 | 38,503,148 | 24,330,974 | |
Total Liabilities | 32,942,672 | 31,776,489 | 19,384,909 | |
Care Smile, LLC | ||||
Equity Method Investment, Summarized Financial Information [Abstract] | ||||
Net Income (Loss) | (96,927) | (20,630) | ||
Total Assets | 93,591 | 93,720 | ||
Total Liabilities | $ 243,833 | $ 243,926 | $ 53,278 |
EQUITY METHOD INVESTMENTS, V_10
EQUITY METHOD INVESTMENTS, VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Care Smile, LLC | ||||
Related Party Transaction [Line Items] | ||||
Total capitation payments | $ 0 | $ 182,000 | $ 222,000 | $ 637,000 |
EQUITY (Details)
EQUITY (Details) | Jan. 25, 2013shares | May 07, 2009shares | Dec. 31, 2020Vote |
Limited Partners' Capital Account [Line Items] | |||
Number of votes per unit | Vote | 1 | ||
MembersOfCaremaxMedicalGroupLlcMember | |||
Limited Partners' Capital Account [Line Items] | |||
Number of units issued | 100 | ||
MembersOfManagedHealthCarePartnersLlcMember | |||
Limited Partners' Capital Account [Line Items] | |||
Number of units issued | 100 |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
BENEFIT PLANS | ||
Employer matching eligible employee contributions (as a percent) | 4.00% | |
Vesting period | 6 years | |
Employer contributions | $ 115,000 | $ 81,000 |
OPERATING LEASES AND COMMITME_9
OPERATING LEASES AND COMMITMENTS (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Future minimum rental payments | ||
2021 | $ 3,320,162 | |
2022 | $ 3,239,967 | 2,721,673 |
2023 | 3,229,408 | 2,695,461 |
2024 | 2,979,123 | 2,429,073 |
2025 | 2,886,998 | 2,320,395 |
Thereafter | 16,293,102 | 14,904,083 |
Total | $ 31,466,664 | $ 28,390,847 |
OPERATING LEASES AND COMMITM_10
OPERATING LEASES AND COMMITMENTS - Optional renewal term (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
CareMax Medical Group Tamarac | ||
Operating Leased Assets [Line Items] | ||
Optional Renewal Term | 10 years | 10 years |
Managed Health Care Partners | ||
Operating Leased Assets [Line Items] | ||
Optional Renewal Term | 25 years | 25 years |
CareMax Medical Group North Miami | ||
Operating Leased Assets [Line Items] | ||
Optional Renewal Term | 25 years | 25 years |
CareMax Medical Group Hialeah | ||
Operating Leased Assets [Line Items] | ||
Optional Renewal Term | 15 years | 15 years |
CareMax Medical Group Miami | ||
Operating Leased Assets [Line Items] | ||
Optional Renewal Term | 15 years | 15 years |
CareMax Little Havana 1 | ||
Operating Leased Assets [Line Items] | ||
Optional Renewal Term | 51 years | 51 years |
CareMax East Hiahleah | ||
Operating Leased Assets [Line Items] | ||
Optional Renewal Term | 25 years | 25 years |
OPERATING LEASES AND COMMITM_11
OPERATING LEASES AND COMMITMENTS - Future minimum commitments (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Operating Leased Assets [Line Items] | ||
Future minimum commitments | $ 31,466,664 | $ 28,390,847 |
Non-cancelable operating lease or service agreements for office equipment and software | ||
Operating Leased Assets [Line Items] | ||
Future minimum commitments | $ 7,000 | $ 18,000 |
OPERATING LEASES AND COMMITM_12
OPERATING LEASES AND COMMITMENTS - Rent expense (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING LEASES AND COMMITMENTS | ||||
Rent expense | $ 700,000 | $ 468,000 | $ 2,075,000 | $ 1,677,000 |
PRO FORMA FINANCIAL INFORMATI_3
PRO FORMA FINANCIAL INFORMATION (Details) | Dec. 10, 2020 | Aug. 14, 2020 | Jul. 30, 2020 | Aug. 14, 2019 |
Business Acquisition [Line Items] | ||||
Percentage of controlling financial interest acquired | 100.00% | 100.00% | 100.00% | |
Tamarac | ||||
Business Acquisition [Line Items] | ||||
Percentage of controlling financial interest acquired | 100.00% | |||
Havana II [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of controlling financial interest acquired | 100.00% |
PRO FORMA FINANCIAL INFORMATI_4
PRO FORMA FINANCIAL INFORMATION - Additional information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Revenue | |||||||
Total Revenue | $ 27,917,672 | $ 25,179,964 | $ 120,425,251 | $ 90,601,541 | |||
Expenses | |||||||
Medical Expenses | 18,438,612 | 16,157,366 | 67,014,557 | 51,622,064 | |||
Administrative Fee | 17,003,977 | 13,237,389 | |||||
Selling, General and Administrative Expenses | 7,673,377 | 5,524,251 | 27,107,059 | 19,176,227 | |||
Total Operating Expenses | 26,111,989 | 21,681,617 | 111,125,593 | 84,035,680 | |||
Interest expense | 503,987 | 327,470 | 1,728,024 | 720,398 | |||
Net Income (Loss) | 1,301,696 | 3,170,877 | 7,571,634 | 5,845,463 | |||
Net Income (Loss) Attributable to Noncontrolling Interests | (89,932) | (29,269) | (173,194) | ||||
Net Income Attributable to Controlling Interests | $ 1,301,696 | $ 3,260,810 | $ 7,600,903 | $ 6,018,657 | |||
Net Income per Unit- Basic and Diluted | $ 6,508 | $ 16,304 | $ 38,005 | $ 30,093 | |||
Other Patient Service Revenue [Member] | |||||||
Revenue | |||||||
Total Revenue | $ 369,939 | $ 491,859 | |||||
Capitated Revenue [Member] | |||||||
Revenue | |||||||
Total Revenue | 120,055,312 | 90,109,682 | |||||
Scenario, Adjustment [Member] | |||||||
Revenue | |||||||
Total Revenue | 7,104,112 | [1] | 7,897,179 | [2] | |||
Expenses | |||||||
Medical Expenses | 3,958,090 | [1] | 5,096,579 | [2] | |||
Selling, General and Administrative Expenses | 1,663,158 | [1] | 1,729,189 | [2] | |||
Total Operating Expenses | 5,621,248 | [1] | 6,825,767 | [2] | |||
Net Income (Loss) | 1,482,864 | [1] | 1,071,412 | [2] | |||
Scenario, Adjustment [Member] | Capitated Revenue [Member] | |||||||
Revenue | |||||||
Total Revenue | 7,104,112 | [1] | 7,897,179 | [2] | |||
Pro Forma [Member] | |||||||
Revenue | |||||||
Total Revenue | 127,529,363 | 106,365,463 | |||||
Expenses | |||||||
Medical Expenses | 70,972,647 | 61,955,341 | |||||
Administrative Fee | 17,003,977 | 13,237,389 | |||||
Selling, General and Administrative Expenses | 28,770,217 | 22,164,095 | |||||
Total Operating Expenses | 116,746,841 | 97,356,824 | |||||
Interest expense | 1,728,024 | 720,398 | |||||
Net Income (Loss) | 9,054,498 | 8,288,241 | |||||
Net Income (Loss) Attributable to Noncontrolling Interests | (29,269) | (173,194) | |||||
Net Income Attributable to Controlling Interests | $ 9,083,767 | $ 8,461,435 | |||||
Net Income per Unit- Basic and Diluted | $ 45,419 | $ 42,307 | |||||
Pro Forma [Member] | Other Patient Service Revenue [Member] | |||||||
Revenue | |||||||
Total Revenue | $ 369,939 | $ 491,859 | |||||
Pro Forma [Member] | Capitated Revenue [Member] | |||||||
Revenue | |||||||
Total Revenue | $ 127,159,424 | 105,873,604 | |||||
Tamarac | Scenario, Adjustment [Member] | |||||||
Revenue | |||||||
Total Revenue | [2] | 7,866,743 | |||||
Expenses | |||||||
Medical Expenses | [2] | 5,236,698 | |||||
Selling, General and Administrative Expenses | [2] | 1,258,679 | |||||
Total Operating Expenses | [2] | 6,495,377 | |||||
Net Income (Loss) | [2] | 1,371,366 | |||||
Tamarac | Scenario, Adjustment [Member] | Capitated Revenue [Member] | |||||||
Revenue | |||||||
Total Revenue | [2] | $ 7,866,743 | |||||
[1] | The pro forma adjustments include the revenue and expenses of the acquired company assuming the transaction was completed on January 1, 2019. The pro forma adjustments detailed above represent the activity of Havana II from January 1, 2020 to the date of acquisition. | ||||||
[2] | The pro forma adjustments include the revenue and expenses of the acquired companies assuming the transactions were completed on January 1, 2019. The pro forma adjustments detailed above represent the activity of Tamarac from January 1, 2019 to the date of acquisition and Havana II from January 1, 2019 to December 31 2019 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | May 07, 2020 | Dec. 31, 2019 |
Current assets: | |||||
Prepaid expenses | $ 166,932 | $ 182,465 | $ 188,493 | ||
Total Current Assets | 16,000,803 | 14,880,857 | 10,061,956 | ||
Total Assets | 40,971,027 | 38,503,148 | 24,330,974 | ||
Current liabilities: | |||||
Accounts payable | 2,171,627 | 1,044,256 | 1,515,323 | ||
Accrued expenses | 2,437,943 | 2,572,188 | 529,082 | ||
Total Current Liabilities | 6,044,386 | 5,451,883 | 3,337,201 | ||
Total Liabilities | 32,942,672 | 31,776,489 | 19,384,909 | ||
Stockholders' Equity: | |||||
Total Liabilities and Members' Equity | 40,971,027 | 38,503,148 | $ 24,330,974 | ||
Deerfield Healthcare Technology Acquisitions Corp | |||||
Current assets: | |||||
Cash | 390,022 | 908,711 | |||
Prepaid expenses | 209,626 | 198,172 | |||
Total Current Assets | 599,648 | 1,106,883 | |||
Investments held in Trust Account | 143,856,248 | 143,836,562 | |||
Total Assets | 144,455,896 | 144,943,445 | $ 145,032,529 | ||
Current liabilities: | |||||
Accounts payable | 456,646 | 458,155 | |||
Accrued expenses | 4,355,000 | 3,168,000 | |||
Franchise tax payable | 49,365 | 129,913 | |||
Total Current Liabilities | 4,861,011 | 3,756,068 | 146,941 | ||
Deferred underwriting commissions | 4,443,250 | 4,443,250 | 4,443,250 | ||
Derivative warrant liabilities | 13,870,006 | 24,764,148 | 8,360,013 | ||
Total Liabilities | 23,174,267 | 32,963,466 | 12,950,204 | ||
Commitments and Contingencies (Note 5) | |||||
Class A common stock, $0.0001 par value; 11,616,546 and 10,697,997 shares subject to possible redemption at $10.01 per share as of March 31, 2021 and December 31, 2020, respectively | 116,281,625 | 106,979,970 | |||
Stockholders' Equity: | |||||
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | |||||
Additional paid-in capital | 17,208,460 | 26,510,023 | 6,407,874 | ||
Accumulated deficit | (12,209,091) | (21,510,741) | (1,408,395) | ||
Total stockholders' equity | 5,000,004 | 5,000,009 | 5,000,005 | $ 0 | |
Total Liabilities and Members' Equity | 144,455,896 | 144,943,445 | 145,032,529 | ||
Class A common stock | Deerfield Healthcare Technology Acquisitions Corp | |||||
Stockholders' Equity: | |||||
Common Stock, Value, Issued | 276 | 368 | 167 | ||
Class B common stock | Deerfield Healthcare Technology Acquisitions Corp | |||||
Stockholders' Equity: | |||||
Common Stock, Value, Issued | $ 359 | $ 359 | $ 359 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - Deerfield Healthcare Technology Acquisitions Corp - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | May 31, 2020 |
Common stock subject to possible redemption, par value | $ 0.0001 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Class A common stock | |||||
Common stock subject to possible redemption, shares | 10,697,997 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock, shares issued | 2,746,838 | 3,677,003 | |||
Common stock, shares outstanding | 2,746,838 | 3,677,003 | |||
Class A common stock subject to possible redemption | |||||
Common stock subject to possible redemption, par value | $ 0.0001 | $ 0.0001 | |||
Common stock subject to possible redemption, shares | 11,628,162 | 10,697,997 | |||
Common stock subject to possible redemption, redemption price per share | $ 10 | $ 10 | |||
Class B common stock | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||
Common stock, shares issued | 3,593,750 | 3,593,750 | 2,875,000 | ||
Common stock, shares outstanding | 3,593,750 | 3,593,750 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
General and administrative expenses | $ 1,547,072 | $ 3,776,741 | ||
General and administrative expenses - related party | 52,500 | 105,000 | ||
Franchise tax expense | 12,606 | 129,913 | ||
Loss from operations | (1,612,178) | $ (239,727) | $ (270,291) | (4,011,654) |
Other income (expense) | ||||
Interest income from investments held in Trust Account | 19,686 | 43,410 | 43,410 | 86,562 |
Change in fair value of derivative warrant liabilities | 10,894,142 | (1,181,514) | (1,181,514) | (17,585,649) |
Net income | 9,301,650 | $ (1,377,831) | $ (1,408,395) | (21,510,741) |
Class A common stock | ||||
Other income (expense) | ||||
Net income | $ 0 | $ 0 | ||
Weighted average shares outstanding | 14,375,000 | 14,375,000 | 14,375,000 | 14,375,000 |
Basic and diluted net income per share | $ 0 | $ 0 | $ 0 | $ 0 |
Class B common stock | ||||
Other income (expense) | ||||
Net income | $ 9,301,650 | $ 21,510,741 | ||
Weighted average shares outstanding | 3,593,750 | 3,593,750 | 3,468,192 | |
Basic and diluted net income per share | $ (0.38) | $ (0.39) | $ (6.20) | |
Basic weighted average shares outstanding | 3,593,750 | |||
Basic net income per share | $ 2.59 | |||
Diluted weighted average shares outstanding of Class B common stock and nonredeemable warrants | 4,665,065 | |||
Diluted net loss per share, Class B common stock and nonredeemable warrants | $ (0.34) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | Common StockClass A common stock | Common StockClass B common stock | Additional Paid-In Capital | Accumulated Deficit | Class A common stock | Class B common stock | Total |
Beginning balance at May. 07, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning balance (in shares) at May. 07, 2020 | 0 | 0 | |||||
Changes in Stockholders' Equity (Deficit) | |||||||
Net income | (1,408,395) | ||||||
Ending balance at Sep. 30, 2020 | 5,000,005 | ||||||
Beginning balance at May. 07, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||
Beginning balance (in shares) at May. 07, 2020 | 0 | 0 | |||||
Changes in Stockholders' Equity (Deficit) | |||||||
Issuance of Class B common stock to Sponsor | $ 359 | 24,641 | 25,000 | ||||
Issuance of Class B common stock to Sponsor (in shares) | 3,593,750 | ||||||
Net income | (21,510,741) | $ 0 | $ 21,510,741 | (21,510,741) | |||
Sale of Class A common stock in initial public offering, net of warrant liabilities | $ 1,438 | 140,273,212 | 140,274,650 | ||||
Sale of Class A common stock in initial public offering, net of warrant liabilities (in shares) | 14,375,000 | ||||||
Offering costs | (7,480,781) | (7,480,781) | |||||
Excess of cash received over fair value of private placement warrants | 671,851 | 671,851 | |||||
Common stock subject to possible redemption | $ (1,070) | (106,978,900) | (106,979,970) | ||||
Common stock subject to possible redemption (in shares) | (10,697,997) | ||||||
Ending balance at Dec. 31, 2020 | $ 368 | $ 359 | 26,510,023 | (21,510,741) | 5,000,009 | ||
Ending balance (in shares) at Dec. 31, 2020 | 3,677,003 | 3,593,750 | |||||
Changes in Stockholders' Equity (Deficit) | |||||||
Net income | 9,301,650 | $ 0 | $ 9,301,650 | 9,301,650 | |||
Common stock subject to possible redemption | $ (93) | (9,301,557) | (9,301,655) | ||||
Common stock subject to possible redemption (in shares) | (930,165) | ||||||
Ending balance at Mar. 31, 2021 | $ 275 | $ 359 | $ 17,208,466 | $ (12,209,091) | $ 5,000,004 | ||
Ending balance (in shares) at Mar. 31, 2021 | 2,746,838 | 3,593,750 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | |||||||
Net income | $ 1,301,696 | $ 3,170,877 | $ 7,571,634 | $ 5,845,463 | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | 15,533 | 27,002 | 6,028 | (3,991) | |||
Accounts payable | 1,160,704 | (337,404) | (685,921) | 209,757 | |||
Accrued expenses | (134,245) | (348,934) | 394,197 | 261,592 | |||
Net Cash Provided by Operating Activities | 3,371,923 | 1,366,226 | 5,316,484 | 7,015,174 | |||
Cash Flows from Investing Activities | |||||||
Net Cash Used in Investing Activities | (1,690,195) | (1,604,508) | (6,613,051) | (11,226,655) | |||
Cash Flows from Financing Activities: | |||||||
Net Cash (Used in) Provided by Financing Activities | (181,270) | 2,469,587 | 1,793,289 | 8,367,193 | |||
Cash and Cash Equivalents - Beginning of Year | 4,934,426 | 4,437,704 | 4,437,704 | 281,992 | |||
CASH AND CASH EQUIVALENTS - END OF PERIOD | 6,434,884 | $ 6,669,009 | $ 4,934,426 | 4,934,426 | $ 4,437,704 | ||
Deerfield Healthcare Technology Acquisitions Corp | |||||||
Cash Flows from Operating Activities: | |||||||
Net income | 9,301,650 | (21,510,741) | |||||
Adjustments to reconcile net Income to net cash used in operating activities: | |||||||
Interest earned on investments held in Trust Account | (19,686) | $ (43,410) | $ (43,410) | (86,562) | |||
Change in fair value of warrant liabilities | (10,894,142) | $ 1,181,514 | 1,181,514 | 17,585,649 | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | (11,454) | (197,818) | |||||
Accounts payable | (1,509) | 455,911 | |||||
Accrued expenses | 1,187,000 | 3,168,000 | |||||
Franchise tax payable | (80,548) | 129,913 | |||||
Net Cash Provided by Operating Activities | (518,689) | (376,769) | (455,648) | ||||
Cash Flows from Investing Activities | |||||||
Principal deposited in Trust Account | (143,750,000) | ||||||
Net Cash Used in Investing Activities | (143,750,000) | (143,750,000) | |||||
Cash Flows from Financing Activities: | |||||||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | ||||||
Proceeds from note payable to related party | 200,000 | ||||||
Repayment of note payable to related party | (200,000) | ||||||
Proceeds received from initial public offering, gross | 143,750,000 | ||||||
Proceeds received from private placement | 4,375,000 | ||||||
Offering costs paid | (3,035,641) | ||||||
Net Cash (Used in) Provided by Financing Activities | $ 145,114,359 | 145,114,359 | |||||
Net decrease in cash | (518,689) | 908,711 | |||||
Cash and Cash Equivalents - Beginning of Year | 908,711 | ||||||
CASH AND CASH EQUIVALENTS - END OF PERIOD | 390,022 | 908,711 | $ 908,711 | ||||
Supplemental disclosure of noncash activities: | |||||||
Offering costs included in accounts payable | 1,890 | ||||||
Prepaid expenses included in accounts payable | 354 | ||||||
Deferred underwriting commissions in connection with the initial public offering | 4,443,250 | ||||||
Initial classification of Class A common stock subject to possible redemption | 128,444,190 | ||||||
Change in initial value of Class A common stock subject to possible redemption | $ (9,301,655) | (21,464,220) | |||||
Initial fair value of warrant liabilities | $ 7,178,499 |
Organization, Business Operatio
Organization, Business Operations and Basis of Presentation. | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deerfield Healthcare Technology Acquisitions Corp | ||
Organization, Business Operations and Basis of Presentation. | 1. Organization, Business Operations and Basis of Presentation. Incorporation Deerfield Healthcare Technology Acquisitions Corp. (the “Company”) is a blank check company incorporated in Delaware on May 8, 2020. Sponsor The Company’s sponsor is DFHTA Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet selected (“Business Combination”). As of March 31, 2021, the Company has not commenced any operations. All activity for the period from May 8, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and subsequent to the Initial Public Offering, the search for a target for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering of Units (as defined in Note 3 below), although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination. Financing The registration statement for the Initial Public Offering was declared effective on July 16, 2020. On July 21, 2020, the Company consummated the Initial Public Offering of 14,375,000 units (the “Units” and, with respect to the Class A common stock included in the Units, the “Public Shares”), including the issuance of 1,875,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of approximately $143.8 million, and incurring offering costs of approximately $7.5 million, inclusive of approximately $4.4 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,916,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of approximately $4.4 million (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, approximately $143.8 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) and invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any of the Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares or with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity, or (iii) the redemption of 100% of the Public Shares if the Company does not complete a business combination by July 21, 2022. The Company, after signing a definitive agreement for a business combination, will either (i) seek stockholder approval of the business combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the business combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) and/or to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements and/or to pay taxes,. The decision as to whether the Company will seek stockholder approval of the business combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Company’s initial business combination and after payment of underwriters’ fees and commissions. In such case, the Company would not proceed with the redemption of its Public Shares and the related business combination, and instead may search for an alternate business combination. If the Company holds a stockholder vote in connection with a business combination, a Public Stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) and/or to pay its taxes. As a result, such common stock was recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standard Codification (“ASC”) 480, “Distinguishing Liabilities from Equity (“ASC 480”).” The amount in the Trust Account was initially at $10.00 per Public Share ($143.75 million held in the Trust Account divided by 14,375,000 Public Shares). The Company will have 24 months from the closing of the Initial Public Offering, or July 21, 2022, to complete its initial business combination (the “Combination Period”). If the Company does not complete a business combination within this period of time, it will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) (less taxes payable and up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s executive officers and independent director nominees (the “initial stockholders”) entered into a letter agreement with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Initial Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a business combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Initial Public Offering price per Unit in the Initial Public Offering. Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10‑K/A filed by the Company with the SEC on April 28, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. Proposed Business Combination On December 18, 2020, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, the entities listed in Annex I to the Business Combination Agreement (collectively, the “CareMax Group”), IMC Holdings, LLC, a Delaware limited liability company (“IMC Parent” and, together with the CareMax Group, each a “Seller” and any other party that subsequent to the date of the Business Combination Agreement executes a joinder in form and substance reasonably acceptable to the Company, collectively, the “Sellers”), CareMax Medical Group, LLC, a Florida limited liability company (“CareMax”), IMC Medical Group Holdings, LLC, a Delaware limited liability company (“IMC” and, together with CareMax, each a “Company” and collectively, the “Companies”), and Deerfield Partners, L.P. (“Deerfield Partners”) (solely for purposes of certain exclusivity and non-redemption provisions). The Business Combination Agreement generally provides for (a) the sale and transfer of 100% of the equity interests in CareMax by the CareMax Group to the Company, (the “CareMax Units”) and (b) the sale and transfer of 100% of the equity interests in IMC by IMC Parent to the Company, (the “IMC Units”), as a result of which, upon consummation of the Business Combination, IMC and CareMax will become wholly-owned subsidiaries of the Company. CareMax is a tech-enabled, value based senior care provider serving Medicare Advantage patients. IMC is a value based senior care provider that provides primary, specialty and ancillary services to Medicare, Medicaid and Commercial/ACA patients. Upon the closing of the Business Combination, it is expected that the Company will be renamed CareMax, Inc., and remain listed on the Nasdaq stock market under a new ticker symbol. Consideration Subject to the satisfaction or waiver of certain conditions set forth in the Business Combination Agreement, the closing consideration payable by the Company to the CareMax Group in exchange for the CareMax Units will be equal to: (a) An amount in cash equal to $364,000,000, multiplied by 68%, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination; and (b) A number of shares of the Company’s Class A common stock, rounded down to the nearest whole number, equal to $364,000,000, multiplied by 32% and divided by a reference price of $10, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination. Subject to the satisfaction or waiver of certain conditions set forth in the Business Combination Agreement, the closing consideration payable by the Company to IMC Parent in exchange for the IMC Units will be equal to: (a) An amount equal to (A) the product of $250,000,000, multiplied by 45%, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination; and (b) A number of shares of the Company’s Class A common stock, rounded down to the nearest whole number, equal to (A) $250,000,000, multiplied by 55% and divided by a reference price of $10, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination. Escrow Consideration At the closing of the Business Combination, the Company will deposit $500,000 and $1,000,000 into adjustment escrow accounts (the “Adjustment Escrow Amounts”), and of such $500,000 amount, 68% will be in cash and 32% will be in shares of the Company’s Class A common stock, and of such $1,000,000 amount, 45% will be in cash and 55% will be in shares of the Company’s Class A common stock (the “Adjustment Escrow Shares”), for the purpose of securing post-closing adjustment obligations of the CareMax Group and IMC Parent, respectively. Following the date on which the closing consideration is finally determined, pursuant to the Business Combination Agreement, all or a portion of the applicable Adjustment Escrow Amounts will either be released to the applicable Seller or to the Company in accordance with certain adjustment mechanisms. Earnout Up to an additional 2,900,000 shares of the Company’s Class A common stock (the “IMC Earnout Shares”) are payable after the closing of the Business Combination to IMC Parent if: (i) at any time during the 12-month period following the closing of the Business Combination (“First Earnout Period”) the volume weighted average trading price of the Company’s Class A common stock equals or exceeds $12.50 on any 20 trading days in any 30-day trading period (the “$12.50 Share Price Trigger”), then 1,450,000 IMC Earnout Shares will be issued and paid to IMC Parent, and (ii) at any time during the 24-month period following the closing date of the Business Combination (the “Second Earnout Period”) the volume weighted average trading price of the Company’s Class A common stock equals or exceeds $15.00 on any 20 trading days in any 30-day trading period (the “$15.00 Share Price Trigger” and together with the $12.50 Share Price Trigger, the “Share Price Triggers”), then 1,450,000 IMC Earnout Shares will be issued and paid to IMC Parent. If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied, the Company shall issue and pay to IMC Parent 2,900,000 shares of the Company’s Class A common stock in connection with the satisfaction of the $15.00 Share Price Trigger. Up to an additional 3,500,000 shares of the Company’s Class A common stock (the “CareMax Earnout Shares”) are payable after the closing of the Business Combination to the members of the CareMax Group if: (i) if during the First Earnout Period the volume weighted average trading price of the Company’s Class A common stock equals or exceeds the $12.50 Share Price Trigger, then 1,750,000 CareMax Earnout Shares will be issued and paid to the members of the CareMax Group, and (ii) at any time during the Second Earnout Period the volume weighted average trading price of the Company’s Class A common stock equals or exceeds the $15.00 Share Price Trigger, then 1,750,000 CareMax Earnout Shares will be issued and paid to the members of the CareMax Group. If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied, the Company shall issue and pay to the members of the CareMax Group 3,500,000 shares of the Company’s Class A common stock in connection with the satisfaction of the $15.00 Share Price Trigger. The Company’s Class A common stock to be issued in connection with the transactions contemplated by the Business Combination Agreement will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Consummation of the transactions contemplated by the Business Combination Agreement is subject to customary conditions of the respective parties, including the approval of the Company’s stockholders in accordance with the second amended and restated certificate of incorporation (our “Current Charter”). It is a condition to the closing under the Business Combination Agreement that at the closing date, after giving effect to (i) the redemptions each holder of the Company’s Class A common stock is entitled to and (ii) the sale and issuance of the Company’s Class A common stock pursuant to the Deerfield Subscription Agreements (defined below), the Subscription Agreements (defined below) and the sale and issuance of other securities of the Company between the signing and closing, the amount of cash available to the Company in the aggregate, including amounts held in the Trust Account, shall be no less than $50,000,000. In addition, consummation of the transactions contemplated by the Business Combination Agreement is subject to other closing conditions, including, among others: (i) that all applicable waiting periods and any extensions thereof under applicable antitrust, competition or similar laws have expired or been terminated; (ii) that there has been no material adverse effect on the applicable Company Group (as defined in the Business Combination Agreement); and (iii) that the Company shall not redeem the Company’s Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001. Other Agreements In connection with the Business Combination, the following additional agreements were also executed and filed with the SEC by the Company on an Annual Report on Form 10-K/A filed on April 28, 2021: Lock-up Agreement In connection with the execution of the Business Combination Agreement, the Company entered into a lock-up agreement, dated December 18, 2020 (the “Lock-up Agreement”), with the Sponsor, Deerfield Partners, certain other stockholders of the Company and the Sellers (collectively, the “Lock-up Holders”), pursuant to which, subject to certain exceptions and effective on the closing date, each of the Lock-up Holders have agreed to not transfer any shares of the Company’s Class A common stock held by such Lock-up Holder until the earlier of (i) six, nine or twelve months (as applicable to shares of the Company’s Class A common stock of the Lock-up Holder) after the date of the closing, (ii) only with respect to certain shares of the Company’s Class A common stock of the Lock-up Holders, the date on which, subsequent to the Business Combination, the VWAP of the Company’s Class A common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the closing, and (iii) the date following the completion of the transactions contemplated by the Business Combination Agreement on which the Company completes a Change in Control Transaction (as defined in the Business Combination Agreement). Amended and Restated Registration Rights Agreement In connection with the execution of the Business Combination Agreement, the Company, the Sellers, the Sponsor, Deerfield Partners and the other parties thereto (collectively, the “Rights Holders”) entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), which amends and restates in its entirety the existing Registration Rights Agreement, dated July 16, 2020, by and between the Company and the parties thereto. The Registration Rights Agreement will become effective upon the closing of the Business Combination, if consummated. If the Business Combination is not consummated, the existing registration rights agreement will remain in full force and effect. Pursuant to the terms of the Registration Rights Agreement, the Company will be obligated to file a registration statement to register the resale of certain of the Company’s Class A common stock held by the Rights Holders. In addition, pursuant to the terms of the Registration Rights Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Rights Holders may demand at any time or from time to time, that the Company file a registration statement on Form S-1 or Form S-3 to register certain shares of the Company’s Class A common stock held by such Rights Holders. The Registration Rights Agreement will also provide the Rights Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions. Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into certain subscription agreements, each dated December 18, 2020 (the “Subscription Agreements”), with certain investors, pursuant to which such investors have agreed to purchase an aggregate of 30,500,000 shares of Class A common stock (together, the “Subscriptions”), for a purchase price of $10.00 per share, for an aggregate purchase price of $305,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the Business Combination (the “Third Party PIPE Investments”). The obligations of each party to consummate the Subscriptions are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The Company’s Class A common stock to be issued in connection with the Subscription Agreements and the transactions contemplated thereby will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Deerfield Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into certain subscription agreements, each dated December 18, 2020 (the “Deerfield Subscription Agreements”), with each of Deerfield Partners and the Sponsor, pursuant to which such investors have agreed to purchase an aggregate of 10,000,000 shares of the Company’s Class A common stock (the “Deerfield Subscription”), for a purchase price of $10.00 per share, for an aggregate purchase price of $100,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the Business Combination (the “Deerfield PIPE Investments”). The obligations of each party to consummate the Deerfield Subscription are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The Company’s Class A common stock to be issued in connection with the Deerfield Subscription Agreements and the transactions contemplated thereby will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Consent and Waiver Letter In connection with the execution of the Business Combination Agreement, the Company, Deerfield Partners and the Sponsor entered into a certain Consent and Waiver Letter (the “Consent and Waiver Letter”) pursuant to which, among other things, Deerfield Partners consented to the consummation of the Business Combination as required under that certain Letter Agreement, dated as of July 16, 2020 (the “July 16 Letter Agreement”), pursuant to which the Company agreed not to consummate its initial Business Combination (as defined in the July 16 Letter Agreement) without the consent of Deerfield Partners. In the Consent and Waiver Letter, the Sponsor, the holder of a majority of the outstanding the Company’s Class B common stock, also waived, in accordance with the Current Charter, any adjustment of the conversion provisions in Section 4.3(b)(ii) of our Current Charter that would, as a result of the consummation of the Business Combination or the transactions contemplated by the Business Combination Agreement, including the issuance of the stock portion of the closing consideration, the issuance, if at all, of Adjustment Escrow Shares, the IMC Earnout Shares, or CareMax Earnout Shares, the Third Party PIPE Investments or the Deerfield PIPE Investments, in each case, cause the Class B common stock to convert to Class A common stock at a ratio of greater than one-for-one upon consummation of the Business Combination contemplated by the Business Combination Agreement. In addition, the Company received a commitment letter from certain lending affiliates of Royal Bank of Canada to syndicate and arrange debt financing in connection with the Business Combination. Liquidity and Going Concern Considerations The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2021, the Company had approximately $390,000 in its operating bank account and a working capital deficit of approximately $4.3 million (including tax obligations of approximately $49,000). Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, in order to finance transaction costs in connection an intended business combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans to date. As of March 31, 2021, the Company had no Working Capital Loans outstanding. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the cash receipt of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, and a $200,000 Note issued to the Sponsor, which was repaid by the Company on July 16, 2020 (Note 4). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company will need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor, or its officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined these conditions raise substantial doubt about the Company’s ability to continue as a going concern through the Combination Period, which is the date the Company is required cease all operations except for the purpose of winding up if it has not completed a business combination. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. | Note 1 — Organization, Business Operations and Basis of Presentation Incorporation Deerfield Healthcare Technology Acquisitions Corp. (the “Company”) is a blank check company incorporated in Delaware on May 8, 2020. Sponsor The Company’s sponsor is DFHTA Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisitions, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). All activity for the period from May 8, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the preparation of the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. Financing The registration statement for the Initial Public Offering was declared effective on July 16, 2020. On July 21, 2020, the Company consummated the Initial Public Offering of 14,375,000 units (the “Units” and, with respect to the Class A common stock included in the Units, the “Public Shares”), including the issuance of 1,875,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of approximately $143.8 million, and incurring offering costs of approximately $7.5 million, inclusive of approximately $4.4 million in deferred underwriting commissions (Note 4). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,916,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of approximately $4.4 million (Note 5). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, approximately $143.8 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) and invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any of the Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares or with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity, or (iii) the redemption of 100% of the Public Shares if the Company does not complete a business combination by July 21, 2022. The Company, after signing a definitive agreement for a business combination, will either (i) seek stockholder approval of the business combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the business combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) and/or to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements and/or to pay taxes,. The decision as to whether the Company will seek stockholder approval of the business combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Company’s initial business combination and after payment of underwriters’ fees and commissions. In such case, the Company would not proceed with the redemption of its Public Shares and the related business combination, and instead may search for an alternate business combination. If the Company holds a stockholder vote in connection with a business combination, a Public Stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) and/or to pay its taxes. As a result, such common stock was recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board ("FASB"), Accounting Standard Codification ("ASC”) 480, “Distinguishing Liabilities from Equity ("ASC 480")." The amount in the Trust Account was initially at $10.00 per Public Share ($143.75 million held in the Trust Account divided by 14,375,000 Public Shares). The Company will have 24 months from the closing of the Initial Public Offering, or July 21, 2022, to complete its initial business combination (the “Combination Period”). If the Company does not complete a business combination within this period of time, it will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) (less taxes payable and up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s executive officers and independent director nominees (the “initial stockholders”) entered into a letter agreement with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Initial Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a business combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Initial Public Offering price per Unit in the Initial Public Offering. Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2-Restatement of Previously Issued Financial Statements, the Company's financial statements for the period from December 31, 2020, and the period from May 8, 2020 (inception) through December 31, 2020, and for the period from May 8, 2020 (inception) through September 30, 2020 (collectively, the "Affected Periods"), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this "Annual Report") to correct the misapplication of accounting guidance related to the Company's warrants in the Company's previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as "Restated" in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2-Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Proposed Business Combination On December 18, 2020, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, the entities listed in Annex I to the Business Combination Agreement (collectively, the “CareMax Group”), IMC Holdings, LLC, a Delaware limited liability company (“IMC Parent” and, together with the CareMax Group, each a “Seller” and any other party that subsequent to the date of the Business Combination Agreement executes a joinder in form and substance reasonably acceptable to the Company, collectively, the “Sellers”), CareMax Medical Group, LLC, a Florida limited liability company (“CareMax”), IMC Medical Group Holdings, LLC, a Delaware limited liability company (“IMC” and, together with CareMax, each a “Company” and collectively, the “Companies”), and Deerfield Partners, L.P. (“Deerfield Partners”) (solely for purposes of certain exclusivity and non redemption provisions). The Business Combination Agreement generally provides for (a) the sale and transfer of 100% of the equity interests in CareMax by the CareMax Group to the Company, (the “CareMax Units”) and (b) the sale and transfer of 100% of the equity interests in IMC by IMC Parent to the Company, (the “IMC Units”), as a result of which, upon consummation of the Business Combination, IMC and CareMax will become wholly-owned subsidiaries of the Company. CareMax is a tech-enabled, value based senior care provider serving Medicare Advantage patients. IMC is a value based senior care provider that provides primary, specialty and ancillary services to Medicare, Medicaid and Commercial/ACA patients. Upon the closing of the Business Combination, it is expected that the Company will be renamed CareMax, Inc., and remain listed on the Nasdaq stock market under a new ticker symbol. Consideration Subject to the satisfaction or waiver of certain conditions set forth in the Business Combination Agreement, the closing consideration payable by the Company to the CareMax Group in exchange for the CareMax Units will be equal to: (a) an amount in cash equal to $364,000,000, multiplied by 68%, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination; and (b) a number of shares of the Company’s Class A common stock, rounded down to the nearest whole number, equal to $364,000,000, multiplied by 32% and divided by a reference price of $10, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination. Subject to the satisfaction or waiver of certain conditions set forth in the Business Combination Agreement, the closing consideration payable by the Company to IMC Parent in exchange for the IMC Units will be equal to: (a) an amount equal to (A) the product of $250,000,000, multiplied by 45%, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination; and (b) a number of shares of the Company’s Class A common stock, rounded down to the nearest whole number, equal to (A) $250,000,000, multiplied by 55% and divided by a reference price of $10, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination. Escrow Consideration At the closing of the Business Combination, the Company will deposit $500,000 and $1,000,000 into adjustment escrow accounts (the “Adjustment Escrow Amounts”), and of such $500,000 amount, 68% will be in cash and 32% will be in shares of the Company’s Class A common stock, and of such $1,000,000 amount, 45% will be in cash and 55% will be in shares of the Company’s Class A common stock (the “Adjustment Escrow Shares”), for the purpose of securing post-closing adjustment obligations of the CareMax Group and IMC Parent, respectively. Following the date on which the closing consideration is finally determined, pursuant to the Business Combination Agreement, all or a portion of the applicable Adjustment Escrow Amounts will either be released to the applicable Seller or to the Company in accordance with certain adjustment mechanisms. Earnout Up to an additional 2,900,000 shares of the Company’s Class A common stock (the “IMC Earnout Shares”) are payable after the closing of the Business Combination to IM§C Parent if: (i) at any time during the 12-month period following the closing of the Business Combination (“First Earnout Period”) the volume weighted average trading price of the Company’s Class A common stock equals or exceeds $12.50 on any 20 trading days in any 30-day trading period (the “$12.50 Share Price Trigger”), then 1,450,000 IMC Earnout Shares will be issued and paid to IMC Parent, and (ii) at any time during the 24-month period following the closing date of the Business Combination (the “Second Earnout Period”) the volume weighted average trading price of the Company’s Class A common stock equals or exceeds $15.00 on any 20 trading days in any 30-day trading period (the “$15.00 Share Price Trigger” and together with the $12.50 Share Price Trigger, the “Share Price Triggers”), then 1,450,000 IMC Earnout Shares will be issued and paid to IMC Parent. If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied, the Company shall issue and pay to IMC Parent 2,900,000 shares of the Company’s Class A common stock in connection with the satisfaction of the $15.00 Share Price Trigger. Up to an additional 3,500,000 shares of the Company’s Class A common stock (the “CareMax Earnout Shares”) are payable after the closing of the Business Combination to the members of the CareMax Group if: (i) if during the First Earnout Period the volume weighted average trading price of the Company’s Class A common stock equals or exceeds the $12.50 Share Price Trigger, then 1,750,000 CareMax Earnout Shares will be issued and paid to the members of the CareMax Group, and (ii) at any time during the Second Earnout Period the volume weighted average trading price of the Company’s Class A common stock equals or exceeds the $15.00 Share Price Trigger, then 1,750,000 CareMax Earnout Shares will be issued and paid to the members of the CareMax Group. If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied, the Company shall issue and pay to the members of the CareMax Group 3,500,000 shares of the Company’s Class A common stock in connection with the satisfaction of the $15.00 Share Price Trigger. The Company’s Class A common stock to be issued in connection with the transactions contemplated by the Business Combination Agreement will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Consummation of the transactions contemplated by the Business Combination Agreement is subject to customary conditions of the respective parties, including the approval of the Company’s stockholders in accordance with the second amended and restated certificate of incorporation (our “Current Charter”). It is a condition to the closing under the Business Combination Agreement that at the closing date, after giving effect to (i) the redemptions each holder of the Company’s Class A common stock is entitled to and (ii) the sale and issuance of the Company’s Class A common stock pursuant to the Deerfield Subscription Agreements (defined below), the Subscription Agreements (defined below) and the sale and issuance of other securities of the Company between the signing and closing, the amount of cash available to the Company in the aggregate, including amounts held in the Trust Account, shall be no less than $50,000,000. In addition, consummation of the transactions contemplated by the Business Combination Agreement is subject to other closing conditions, including, among others: (i) that all applicable waiting periods and any extensions thereof under applicable antitrust, competition or similar laws have expired or been terminated; (ii) that there has been no material adverse effect on the applicable Company Group (as defined in the Business Combination Agreement); and (iii) that the Company shall not redeem the Company’s Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001. Other Agreements In connection with the Business Combination, the following additional agreements were also executed and filed with the SEC by the Company on a Current Report on Form 8-K/A filed on December 21, 2020: Lock-up Agreement In connection with the execution of the Business Combination Agreement, the Company entered into a lock-up agreement, dated December 18, 2020 (the “Lock-up Agreement”), with the Sponsor, Deerfield Partners, certain other stockholders of the Company and the Sellers (collectively, the “Lock-up Holders”), pursuant to which, subject to certain exceptions and effective on the closing date, each of the Lock-up Holders have agreed to not transfer any shares of the Company’s Class A common stock held by such Lock-up Holder until the earlier of (i) six, nine or twelve months (as applicable to shares of the Company’s Class A common stock of the Lock-up Holder) after the date of the closing, (ii) only with respect to certain shares of the Company’s Class A common stock of the Lock-up Holders, the date on which, subsequent to the Business Combination, the VWAP of the Company’s Class A common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the closing, and (iii) the date following the completion of the transactions contemplated by the Business Combination Agreement on which the Company completes a Change in Control Transaction (as defined in the Business Combination Agreement). Amended and Restated Registration Rights Agreement In connection with the execution of the Business Combination Agreement, the Company, the Sellers, the Sponsor, Deerfield Partners and the other parties thereto (collectively, the “Rights Holders”) entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), which amends and restates in its entirety the existing Registration Rights Agreement, dated July 16, 2020, by and between the Company and the parties thereto. The Registration Rights Agreement will become effective upon the closing of the Business Combination, if consummated. If the Business Combination is not consummated, the existing registration rights agreement will remain in full force and effect. Pursuant to the terms of the Registration Rights Agreement, the Company will be obligated to file a registration statement to register the resale of certain of the Company’s Class A common stock held by the Rights Holders. In addition, pursuant to the terms of the Registration Rights Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Rights Holders may demand at any time or from time to time, that the Company file a registration statement on Form S-1 or Form S-3 to register certain shares of the Company’s Class A common stock held by such Rights Holders. The Registration Rights Agreement will also provide the Rights Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions. Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into certain subscription agreements, each dated December 18, 2020 (the “Subscription Agreements”), with certain investors, pursuant to which such investors have agreed to purchase an aggregate of 30,500,000 shares of Class A common stock (together, the “Subscriptions”), for a purchase price of $10.00 per share, for an aggregate purchase price of $305,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the Business Combination (the “Third Party PIPE Investments”). The obligations of each party to consummate the Subscriptions are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The Company’s Class A common stock to be issued in connection with the Subscription Agreements and the transactions contemplated thereby will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Deerfield Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into certain subscription agreements, each dated December 18, 2020 (the “Deerfield Subscription Agreements”), with each of Deerfield Partners and the Sponsor, pursuant to which such investors have agreed to purchase an aggregate of 10,000,000 shares of the Company’s Class A common stock (the “Deerfield Subscription”), for a purchase price of $10.00 per share, for an aggregate purchase price of $100,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the Business Combination (the “Deerfield PIPE Investments”). The obligations of each party to consummate the Deerfield Subscription are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The Company’s Class A common stock to be issued in connection with the Deerfield Subscription Agreements and the transactions contemplated thereby will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Consent and Waiver Letter In connection with the execution of the Business Combination Agreement, the Company, Deerfield Partners and the Sponsor entered into a certain Consent and Waiver Letter (the “Consent and Waiver Letter”) pursuant to which, among other things, Deerfield Partners consented to the consummation of the Business Combination as required under that certain Letter Agreement, dated as of July 16, 2020 (the “July 16 Letter Agreement”), pursuant to which the Company agreed not to consummate its initial Business Combination (as defined in the July 16 Letter Agreement) without the consent of Deerfield Partners. In the Consent and Waiver Letter, the Sponsor, the holder of a majority of the outstanding the Company’s Class B common stock, also waived, in accordance with the Current Charter, any adjustment of the conversion provisions in Section 4.3(b)(ii) of our Current Charter that would, as a result of the consummation of the Business Combination or the transactions contemplated by the Business Combination Agreement, including the issuance of the stock portion of the closing consideration, the issuance, if at all, of Adjustment Escrow Shares, the IMC Earnout Shares, or CareMax Earnout Shares, the Third Party PIPE Investments or the Deerfield PIPE Investments, in each case, cause the Class B common stock to convert to Class A common stock at a ratio of greater than one-for-one upon consummation of the Business Combination contemplated by the Business Combination Agreement. In addition, the Company received a commitment letter from certain lending affiliates of Royal Bank of Canada to syndicate and arrange debt financing in connection with the Business Combination. Liquidity and Going Concern Considerations The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2020, the Company had approximately $0.9 million in its operating bank account, approximately $87,000 in investment income held in the Trust Account available to pay franchise tax, and a working capital deficit of approximately $2.6 million. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, in order to finance transaction costs in connection an intended business combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 5). Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans to date. As of December 31, 2020, the Company had no Working Capital Loans outstanding. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the cash receipt of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, and a $200,000 Note issued to the Sponsor, which was repaid by the Company on July 16, 2020 (Note 5). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company will need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor, or its officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined these conditions raise substantial doubt about the Company’s ability to continue as a going concern through the Combination Period, which is the date the Company is required cease all operations except for the purpose of winding up if it has not completed a business combination. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies. | 3 Months Ended | 8 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Significant Accounting Policies. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include the valuation of and related impairment recognition of long-lived assets, including intangibles and goodwill and settlements related to revenue and the revenue accrual. Actual results could differ from those estimates. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions might be in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. HealthSun Health Plans (“HealthSun”) represented approximately 99% and 100% of the Company’s accounts receivable balance as of March 31, 2021 and December 31, 2020, respectively. HealthSun represented 83% and 95% of the Company’s revenues for the three months ended March 31, 2021 and 2020, respectively. Revenue Recognition Since capitated revenue is received regardless of whether services are performed, the performance obligation is the completion of enrollment of the patient and providing access to care. Fee-for-service revenue generally relates to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied. Capitated revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment of At-risk premium less an administrative charge for reporting on enrollees on a per patient basis (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members. Settlements with third-party payors for retroactive adjustments due to capitation risk adjustment, or claim audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors: · Geography of the service location · Demographics of members · Health needs of members · Method of reimbursement (capitation or fee for service) · Enrollment changes · Rate changes · For fee for service activities, the payors (for example, Medicare, Medicaid, commercial insurance, patient) which have different reimbursement/payment methodologies. The Company has elected the practical expedient allowed under Financial Accounting Standards Board (FASB) ASC 606‑10‑32‑18 and does not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to the Company’s expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. The Company has applied the practical expedient provided by FASB ASC 340‑40‑25‑4 and all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. For the three months ended March 31, 2021 and 2020, substantially all of the revenue recognized by the Company was from goods and services, namely, providing access to physicians and wellness centers. The Company had agreements in place with the payors listed below. Payor sources of capitated revenue for each period presented were as follows: Three months ended Three months ended March 31, 2021 March 31, 2020 HealthSun 83 % 95 % Simply Healthcare 7 % 5 % Humana 6 % 0 % CarePlus 3 % 0 % Medica 1 % 0 % 100 % 100 % Other Patient Service Revenue Other patient service revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination services and care management services and is also comprised of fee-for-service revenue. This is recognized at the time of service for patients who are not covered under capitated arrangements. Goodwill and Intangible Assets Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $10,067,730 at March 31, 2021 and December 31, 2020. Pursuant to ASC 350, “Intangibles — Goodwill and Other,” we review goodwill annually in the 4th quarter or whenever significant events or changes indicate the possibility of impairment. For purposes of the annual goodwill impairment assessment, the Company has identified a single reporting unit. The most recently completed impairment test of goodwill was performed in the fourth quarter of 2020, and it was determined that no impairment existed. There were no changes to the carrying amount of goodwill from December 31, 2020 to March 31, 2021. Identifiable intangible assets with a finite useful life are amortized over their useful lives. The Company has elected to amortize risk contract intangible assets over an 11‑year period and non-competition agreement intangible assets over a 5‑year period. We review the recoverability of long-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Identifiable Intangible Assets The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class: Gross Carrying Accumulated Weighted Average Amount Amortization Net Book Value Amortization Period (years) March 31, 2021 Risk Contracts $ 8,174,299 $ (867,318) $ 7,306,981 11 Non-compete agreements 1,319,883 (303,404) 1,016,479 5 Total $ 9,494,182 $ (1,170,722) $ 8,323,460 Gross Carrying Accumulated Weighted Average Amount Amortization Net Book Value Amortization Period (years) December 31, 2020 Risk Contracts $ 8,174,299 $ (681,538) $ 7,492,761 11 Non-compete agreements 1,319,883 (237,409) 1,082,474 5 Total $ 9,494,182 $ (918,947) $ 8,575,235 The estimated amortization expense related to the fair value of acquired intangible assets for the remainder of 2021 and each of the succeeding five years is: Amount Remainder of 2021 $ 755,321 2022 1,007,095 2023 998,291 2024 944,368 2025 841,215 2026 743,118 $ 5,289,408 Property and Equipment Property and equipment is recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful life of each class of depreciable asset and is computed on the straight-line method. Leasehold improvements are depreciated over the lesser of the length of the related lease plus any renewal options or the estimated life of the asset. A summary of estimated useful lives is as follows: Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years Income Taxes All entities of the Company are organized as limited liability companies, or LLCs. As a result, the federal and state income tax consequences of the Company’s operations are the direct responsibility of the unitholders. We record uncertain tax positions on the basis of the two-step process in ASC 740 in which we 1) determine whether it is more likely than not that the tax position will be sustained on the basis of the merits of the position and 2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Medical Expenses Medical expenses include capitation payments and fee for service claims paid, claims in process and pending, and an estimate of unreported claims and charges by physicians, hospitals, and other health care providers for services rendered to enrollees during the period. Changes to prior-period estimates of medical expenses are reflected in the current period. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. The presentation of administrative fees associated with the Company’s capitated revenue previously presented as a component Selling, General and Administrative Expenses in the prior year financial statements has been reclassified to conform to the current year presentation as a reduction of capitated revenue. This reclassification had no effect on the reported results of operations, balance sheets or statements of cash flows. Three months ended March 31, 2020 As Reported Revised Capitated Revenue $ 29,124,807 $ 25,041,525 Selling, General and Administrative Expenses $ 9,607,533 $ 5,524,251 Recently Adopted Accounting Pronouncements In October 2018, the FASB issued ASU 2018-17, Consolidation — Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) (“ASU 2018-17”). ASU 2018-17 eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. ASU 2018-17 is effective for a public company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. All entities are required to apply the adjustments in ASU 2018-17 retrospectively with a cumulative-effect adjustment to members’ equity at the beginning of the earliest period presented. Early adoption is permitted. The Company adopted the standard on January 1, 2021 with no material effect on its combined financial statements and related disclosures. In August 2018, the FASB issued ASC 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure for Fair Value Measurement (“ASU 2018‑13”), which modifies the disclosure requirements for fair value measurements. ASU 2018‑13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company adopted the new guidance on January 1, 2020, noting no impact on its combined financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016‑02, Leases (“ASU 2016‑02”), which amends the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. ASU 2016‑02 also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. In June 2020, the FASB issued ASU 2020‑05 that deferred the required effective date for non- issuers to fiscal years beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. The Company will therefore adopt ASU 2016‑02 on January 1, 2022. Because of the number of leases the Company utilizes to support its operations, the adoption of ASU 2016‑02 is expected to have a significant impact on the Company’s combined financial position and results of operations. Management is currently evaluating the extent of this anticipated impact on the Company’s combined financial statements, including quantitative and qualitative factors, as well as any changes to its leasing strategy that may be needed. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”). ASU 2016‑13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for us beginning January 1, 2022. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. The Company plans to adopt this standard on January 1, 2022 and does not believe adoption will have a material effect on its combined financial statements. Recent Accounting Pronouncements Not Yet Adopted In January 2020, the FASB issued ASU 2020‑01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) — Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020‑01”). ASU 2020‑01 clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2020‑01 will have on its combined financial statements. We do not expect that any other recently issued accounting guidance will have a significant effect on our combined financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include the valuation of and related impairment recognition of long-lived assets, including intangibles and goodwill and settlements related to revenue and the revenue accrual. Actual results could differ from those estimates. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions might be in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company’s concentration of credit risk in accounts receivable is limited by the diversity, geography and number of patients and payers. HealthSun Health Plans (“HealthSun”) represented approximately 100% and 98% of the Company’s accounts receivable balance as of December 31, 2020 and 2019, respectively. HealthSun represented 90% and 99% of the Company’s revenues for the years ended December 31, 2020 and 2019, respectively. Revenue Recognition Since capitated revenue is received regardless of whether services are performed, the performance obligation is the completion of enrollment of the patient and providing access to care. Fee-for-service revenue generally relates to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied. Capitated revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment per patient per month (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. The Company is responsible for incurring or paying for the cost of healthcare services required by that patient population. Fees are recorded gross in revenues because the Company is acting as a principal in arranging for, providing and controlling the managed healthcare services provided to the managed care payors’ eligible enrolled members. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members. Settlements with third-party payors for retroactive adjustments due to capitation risk adjustment, or claim audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors: · Geography of the service location · Demographics of members · Health needs of members · Method of reimbursement (capitation or fee for service) · Enrollment changes · Rate changes · For fee for service activities, the payors (for example, Medicare, Medicaid, commercial insurance, patient) which have different reimbursement/payment methodologies. The Company has elected the practical expedient allowed under Financial Accounting Standards Board (FASB) ASC 606‑10‑32‑18 and does not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to the Company’s expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. The Company has applied the practical expedient provided by FASB ASC 340‑40‑25‑4 and all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. For the years ended December 31, 2020 and 2019 substantially all of the revenue recognized by the Company was from goods and services, namely, providing access to physicians and wellness centers. The Company had agreements in place with the payors listed below. Payor sources of capitated revenue for each period presented were as follows: Year ended Year ended December 31, 2020 December 31, 2019 HealthSun 90 % 99 % Simply Healthcare 6 % 1 % Humana 2 % — Preferred Care 1 % — CarePlus 1 % — 100 % 100 % Other Patient Service Revenue Other patient service revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination services and care management services and is also comprised of fee-for-service revenue. This is recognized at the time of service for patients who are not covered under capitated arrangements. Cash and Cash Equivalents The Company considers all highly-liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of these assets approximates fair value. At times, amounts on deposit may be in excess of the Federal Deposit Insurance Corporation (FDIC) limit. Accounts Receivable Accounts Receivable consists of estimated risk adjustment settlements due from payors as described above, estimated settlements under the Medicare Part D program, and capitated funds withheld by payors subject to final settlement, less estimated claims outstanding. See Note 3 for additional detail on payor contracts. Inventories Inventories are measured at the lower of cost (first in, first out method) or net realizable value. Deferred Financing Costs The Company has adopted the accounting guidance in FASB Accounting Standards Update (ASU) No. 2015‑03, Interest-Imputation of Interest (Subtopic 835‑30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015‑03 requires an entity to present debt issuance costs as a direct deduction from the face amount of the related borrowings, amortize debt issuance costs using the effective interest method over the term of the related debt, and record amortization expense as a component of interest expense. On December 10, 2020, the Company amended the existing loan and security agreement with a third party and increased its borrowing by $8.5 million (see Note 7). Deferred financing costs associated with this increased debt amount were approximately $382,000. The amendment resulted in a loss on extinguishment of debt which included lender fees. Related amortization expense for the years ended December 31, 2020 and 2019 was $245,356 and $69,140, respectively. The amortization expense is calculated on a straight-line basis, which approximates the effective interest method. Goodwill and Intangible Assets Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $10,067,730 and $5,577,030 at December 31, 2020 and 2019, respectively. Pursuant to ASC 350, “Intangibles — Goodwill and Other,” we review goodwill annually in the 4th quarter or whenever significant events or changes indicate the possibility of impairment. For purposes of the annual goodwill impairment assessment, the Company has identified a single reporting unit. The most recently completed impairment test of goodwill was performed in the fourth quarter of 2020, and it was determined that no impairment existed. The following table displays a roll-forward of the carrying amount of goodwill by subsidiary from December 31, 2018 to December 31, 2020: Total Hiahleah Coral Way Tamarac Havana 1 Havana 2 Company Balances as of December 31, 2018 $ 186,150 $ 322,998 $ — $ — $ — 509,148 Goodwill Acquired — — 5,067,882 5,067,882 Impairment Losses — — — — Balances as of December 31, 2019 186,150 322,998 5,067,882 — — 5,577,030 Goodwill Acquired — — — 1,570,700 2,920,000 4,490,700 Impairment Losses — — — — — — Balances as of December 31, 2020 $ 186,150 $ 322,998 $ 5,067,882 $ 1,570,700 $ 2,920,000 $ 10,067,730 Identifiable intangible assets with a finite useful life are amortized over their useful lives. The Company has elected to amortize risk contract intangible assets over an 11‑year period and non-competition agreement intangible assets over a 5‑year period. Net intangible assets, subject to amortization, amounted to $8,575,235 and $5,043,021 at December 31, 2020 and 2019, respectively. We review the recoverability of long-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Amortization expense for intangible assets totaled $642,786 and $243,344 for the years ended December 31, 2020 and 2019, respectively. Expected annual amortization expense for these assets over the next five years and thereafter is as follows: Year ending December 31 Amount 2021 2022 2023 2024 2025 thereafter $ The following table displays a summary of identified intangible assets by asset type from December 31, 2018 to December 31, 2020: Risk Non-competition Total Contracts Agreements Intangible Assets Balances as of December 31, 2018 $ 395,287 $ 61,078 $ 456,365 Intangible Assets Acquired 4,180,000 650,000 4,830,000 Less Amortization Expense (180,617) (62,727) (243,344) Balances as of December 31, 2019 4,394,670 648,351 5,043,021 Intangible Assets Acquired 3,575,000 600,000 4,175,000 Less Amortization Expense (476,905) (165,881) (642,786) Balances as of December 31, 2020 $ 7,492,765 $ 1,082,470 $ 8,575,235 Property and Equipment Property and equipment is recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful life of each class of depreciable asset and is computed on the straight-line method. Leasehold improvements are depreciated over the lesser of the length of the related lease plus any renewal options or the estimated life of the asset. A summary of estimated useful lives is as follows: Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years Income Taxes All entities of the Company are organized as limited liability companies, or LLCs. As a result, the federal and state income tax consequences of the Company’s operations are the direct responsibility of the unitholders. We record uncertain tax positions on the basis of the two-step process in ASC 740 in which we 1) determine whether it is more likely than not that the tax position will be sustained on the basis of the merits of the position and 2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Advertising and Promotional Costs The Company expenses advertising and promotional costs when incurred. Advertising and promotional expenses were approximately $476,000 and $631,000 for the years ended December 31, 2020 and 2019, respectively. Medical Expenses Medical expenses include capitation payments and fee for service claims paid, claims in process and pending, and an estimate of unreported claims and charges by physicians, hospitals, and other health care providers for services rendered to enrollees during the period. Changes to prior-period estimates of medical expenses are reflected in the current period. Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board issued Accounting Standards Update (ASU) 2014‑09, Revenue from Contracts with Customers (Topic 606) (ASU 2014‑09). ASU 2014‑09’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the organization expects to be entitled in exchange for those goods or services. ASU 2014‑09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company early adopted ASU 2014‑09 on January 1, 2018 as described herein. ASU 2014‑09 requires entities to exercise more judgment and recognize revenue using a five-step process. The Company adopted ASU 2014‑09 using the modified retrospective method for all contracts effective January 1, 2018 and is applied individually to managed care contracts as explained in Note 3, and using a portfolio approach to group contracts with similar characteristics and analyze historical cash collections trends for other revenue sources. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the combined financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of members’ equity at the date of initial application. Prior periods have not been adjusted and no cumulative-effect adjustment in members’ equity was recorded. The impact of adopting ASU 2014‑09 did not have a significant impact on the Company’s combined balance sheet or combined statement of income. The Company evaluated the nature, amount, timing and uncertainty of revenue and cash flows using the five-step process provided within ASU 2014‑09. Revenue is primarily derived through capitated premium revenue under the payor agreement described herein. In January 2017, the FASB issued ASU 2017‑01, Business Combinations, Clarifying the Definition of a Business to address acquisitions of assets being accounted for as acquisitions of businesses by acquirers. A screen of the elements of a business was presented to aid in the determination of what constitutes a business. This ASU is effective for public business entities in annual periods beginning after December 15, 2017 including interim periods within those periods. We adopted the ASU on January 1, 2018. In August 2018, the FASB issued ASC 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure for Fair Value Measurement (“ASU 2018‑13”), which modifies the disclosure requirements for fair value measurements. ASU 2018‑13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company adopted the new guidance on January 1, 2020, noting no impact on its combined financial statements and related disclosures. In January 2017, the FASB issued ASU 2017‑04, Simplifying the Test for Goodwill Impairment to eliminate Step 2 of the goodwill impairment test requiring procedures to determine the fair value of a reporting unit and assigning it to all of its assets and liabilities, which was time consuming and costly. The ASU is effective for public business entities in fiscal years beginning after December 15, 2019. We adopted the ASU on January 1, 2020 with no impact to our financial statements. In March 2020, the FASB issued ASU 2020‑04, Reference Rate Reform in response to concerns about structural risks of interbank offering rates. The amendments apply to contracts, hedging relationships and other transactions that reference LIBOR or other reference rate expected to be discontinued. Because of reference rate reform, modifications of contracts within the scope of Topics 310, Receivables and 470, Debt should be accounted for prospectively by adjusting the effective interest. Amendments in the update are effective for all entities as of March 12, 2020 through December 31, 2022. The Company has elected to apply the amendments for any contract modifications that are received for Topic 470, Debt, prospectively, effective with the interim period which begins January 1, 2020. The Company has not received any contract modifications and therefore has incurred no changes to its financial statements. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016‑02, Leases (“ASU 2016‑02”), which amends the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. ASU 2016‑02 also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. In June 2020, the FASB issued ASU 2020‑05 that deferred the required effective date for non- issuers to fiscal years beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. The Company will therefore adopt ASU 2016‑02 on January 1, 2022. Because of the number of leases the Company utilizes to support its operations, the adoption of ASU 2016‑02 is expected to have a significant impact on the Company’s combined financial position and results of operations. Management is currently evaluating the extent of this anticipated impact on the Company’s combined financial statements, including quantitative and qualitative factors, as well as any changes to its leasing strategy that may be needed. In October 2018, the FASB issued ASU 2018‑17, Consolidation — Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) (“ASU 2018‑17”). ASU 2018‑17 eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. ASU 2018‑17 is effective for a public company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. All entities are required to apply the adjustments in ASU 2018‑17 retrospectively with a cumulative-effect adjustment to members’ equity at the beginning of the earliest period presented. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018‑17 will have on its combined financial statements and related disclosures. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”). ASU 2016‑13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for us beginning January 1, 2022. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. The Company plans to adopt this standard on January 1, 2023 and does not believe adoption will have a material effect on its combined financial statements. Recent Accounting Pronouncements Not Yet Adopted In January 2020, the FASB issued ASU 2020‑01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) — Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020‑01”). ASU 2020‑01 clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2020‑01 will have on its combined financial statements. We do not expect that any other recently issued accounting guidance will have a significant effect on our combined financial statements. | |
Deerfield Healthcare Technology Acquisitions Corp | |||
Significant Accounting Policies. | 2. Significant Accounting Policies. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company's portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company's investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net interest income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of March 31, 2021 and December 31, 2020. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company's investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 5,791,667 common stock warrants issued in connection with its Initial Public Offering (2,875,000) and Private Placement (2,916,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's unaudited condensed statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders' equity. The Company's Class A common stock feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 11,628,162 and 10,697,997 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders' equity section of the Company's condensed balance sheets, respectively. Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Share settlement of the Company's warrants to purchase an aggregate of 5,791,667 shares of Class A common stock at a price of $11.50 was presumed for the calculation of diluted earnings per share because it is more dilutive than the cash settlement alternative. Under this assumption, the contract is settled in common shares, and the effect of the liability classification (change in fair value of derivative warrant liability is reversed as a numerator adjustment). Potentially dilutive weighted average shares of 1,071,315 are included in the denominator. The Company's unaudited condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes and available working capital allowance which resulted in $0 for the three months ended March 31, 2021. Net income per share, basic and diluted for Class B common stock, for the three months ended March 31, 2021, is calculated by dividing the net income of $9,301,650, adding back the change in the fair value of the derivative warrant liabilities of $10,894,142, for a net loss of $1,592,492, less the income attributable to Class A common stock of $0, by the weighted average number of shares of Class B common stock outstanding for the period and the potentially dilutive shares from the assuming exercise of nonredeemable warrants. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the Company had a deferred tax asset of approximately $334,000, which had a full valuation allowance recorded against it. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (the "ASU") No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company's management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. | Note 3 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company's portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company's investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $0.9 million in cash as of December 31, 2020. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 5,791,667 common stock warrants issued in connection with its Initial Public Offering (2,875,000) and Private Placement (2,916,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 10,697,997 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders' equity section of the Company's balance sheet. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 5,791,667 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net loss per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes and available working capital allowance which resulted in $0 for the period from May 8, 2020 (inception) to December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net loss of approximately $21,510,741, less the income attributable to Class A common stock of $0, by the weighted average number of shares of Class B common stock outstanding for the period. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Accounting Pronouncements The Company's management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering.
Initial Public Offering. | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deerfield Healthcare Technology Acquisitions Corp | ||
Initial Public Offering. | 3. Initial Public Offering. Public Units On July 21, 2020, the Company consummated the Initial Public Offering of 14,375,000 Units, including the issuance of 1,875,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of approximately $143.8 million, and incurring offering costs of approximately $7.5 million, inclusive of approximately $4.4 million in deferred underwriting commissions. Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value and one-fifth of one redeemable warrant (the “Warrants”). Each whole Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Certain domestic private pooled investment vehicles managed by Deerfield Management Company, L.P. (“Deerfield Management”) and its affiliates (the “Deerfield Funds”) purchased 3,360,000 Public Units in the Initial Public Offering at the Initial Public Offering price (“Affiliated Units”). On July 16, 2020, the Company also entered into a letter agreement (the “Deerfield Letter Agreement”) with Deerfield Management, pursuant to which the Company has agreed to not complete a Business Combination without the consent of Deerfield Management, which consent Deerfield Management has indicated it does not intend to provide if the Company’s proposed initial Business Combination is with a target that is not primarily engaged in the healthcare industry. | Note 4 — Initial Public Offering Public Units On July 21, 2020, the Company consummated the Initial Public Offering of 14,375,000 Units, including the issuance of 1,875,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of approximately $143.8 million, and incurring offering costs of approximately $7.5 million, inclusive of approximately $4.4 million in deferred underwriting commissions. Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value and one-fifth of one redeemable warrant (the “Warrants”). Each whole Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Affiliated Units Certain domestic private pooled investment vehicles managed by Deerfield Management Company, L.P. (“Deerfield Management”) and its affiliates (the “Deerfield Funds”) purchased 3,360,000 public Units in the Initial Public Offering at the Initial Public Offering price (“Affiliated Units”). On July 16, 2020, the Company also entered into a letter agreement (the “Deerfield Letter Agreement”) with Deerfield Management, pursuant to which the Company has agreed to not complete a business combination without the consent of Deerfield Management, which consent Deerfield Management has indicated it does not intend to provide if the Company’s proposed initial business combination is with a target that is not primarily engaged in the healthcare industry. |
Related Party Transactions.
Related Party Transactions. | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deerfield Healthcare Technology Acquisitions Corp | ||
Related Party Transactions. | 4. Related Party Transactions. Founder Shares On May 22, 2020, the Sponsor received 2,875,000 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.009 per share. On June 25, 2020, the Company effected 1:1.25 stock split of Class B common stock resulting in the Sponsor holding an aggregate of 3,593,750 Founder Shares. In June 2020, the Sponsor transferred 50,000 founder shares to each of Steven Hochberg, the Company’s Chief Executive Officer, Christopher Wolfe, the Company’s Chief Financial Officer, and Richard Barasch, the Company’s Executive Chairman, and 25,000 Founder Shares to each of Dr. Peter J. Fitzgerald, Dr. Linda Grais and Hon. Dr. David J. Shulkin, the Company’s independent director nominees, for the same per-share price initially paid by the Company’s Sponsor, resulting in the Sponsor holding 3,368,750 Founder Shares. The Founder Shares are identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The initial stockholders collectively own 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. Of the 3,593,750 Founder Shares outstanding, up to 468,750 Founder Shares would have been forfeited by the initial stockholders depending on the exercise of the underwriters’ over-allotment option. The underwriters fully exercised their over-allotment option on July 21, 2020; thus, these shares were no longer subject to forfeiture. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 2,916,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of approximately $4.4 million. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account pending completion of the Company’s initial Business Combination. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the Public Stockholders and the Warrants issued to the Sponsor will expire worthless. Sponsor Loan On May 22, 2020, the Sponsor agreed to loan the Company up to an aggregate of $200,000 pursuant to a promissory note (the “Note”) to cover expenses related to this Initial Public Offering. This loan was payable without interest on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The Company received the $200,000 proceeds under the Note and repaid this Note in full on July 16, 2020. Administrative Services Agreement Commencing on the date that the Company’s securities are first listed on Nasdaq, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying such monthly fees. The Company incurred and paid $30,000 in these expenses in the three months ended March 31, 2021. Wolfe Strategic Services Agreement Commencing on the date that the Company’s securities are first listed on Nasdaq, the Company agreed to pay its Chief Financial Officer, Christopher Wolfe, $7,500 per month for his services prior to the initial Business Combination. The Company incurred and paid $22,500 in these expenses in the three months ended March 31, 2021. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans to date. As of March 31, 2021 and December 31, 2020, the Company had no Working Capital Loans outstanding. | Note 5 — Related Party Transactions Founder Shares On May 22, 2020, the Sponsor received 2,875,000 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.009 per share. On June 25, 2020, the Company effected 1:1.25 stock split of Class B common stock resulting in the Sponsor holding an aggregate of 3,593,750 Founder Shares. All share and per-share amounts have been retroactively restated. In June 2020, the Sponsor transferred 50,000 Founder Shares to each of Steven Hochberg, the Company’s Chief Executive Officer, Christopher Wolfe, the Company’s Chief Financial Officer, and Richard Barasch, the Company’s Executive Chairman, and 25,000 Founder Shares to each of Dr. Peter J. Fitzgerald, Dr. Linda Grais and Hon. Dr. David J. Shulkin, the Company’s independent director nominees, for the same per-share price initially paid by the Company’s Sponsor, resulting in the Sponsor holding 3,368,750 Founder Shares. The Founder Shares are identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The initial stockholders collectively own 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. Of the 3,593,750 Founder Shares outstanding, up to 468,750 Founder Shares would have been forfeited by the initial stockholders depending on the exercise of the underwriters’ over-allotment option. The underwriters fully exercised their over-allotment option on July 21, 2020; thus, these shares were no longer subject to forfeiture. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial business combination, or earlier if, subsequent to the Company’s initial business combination, the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the Company’s initial business combination, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial business combination that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 2,916,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of approximately $4.4 million. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account pending completion of the Company’s initial business combination. If the Company does not complete a business combination, then the proceeds will be part of the liquidating distribution to the Public Stockholders and the Warrants issued to the Sponsor will expire worthless. Sponsor Loan On May 22, 2020, the Sponsor agreed to loan the Company up to an aggregate of $200,000 pursuant to a promissory note (the “Note”) to cover expenses related to this Initial Public Offering. This loan was payable without interest on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The Company received the $200,000 proceeds under the Note and repaid this Note in full on July 16, 2020. Administrative Services Agreement Commencing on the date that the Company’s securities are first listed on Nasdaq, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying such monthly fees. For the period from May 8, 2020 (inception) through December 31, 2020, the Company incurred $60,000 related to these services. No amounts were due as of December 31, 2020. Wolfe Strategic Services Agreement Commencing on the date that the Company’s securities are first listed on Nasdaq, the Company agreed to pay its Chief Financial Officer, Christopher Wolfe, $7,500 per month for his services prior to the initial business combination. For the period from May 8, 2020 (inception) through December 31, 2020, the Company incurred $45,000 related to these services. No amounts were due as of December 31, 2020. Working Capital Loans In order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans to date. As of December 31, 2020, the Company had no Working Capital Loans outstanding. |
Commitments and Contingencies.
Commitments and Contingencies. | 3 Months Ended | 8 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies. | NOTE 10. LITIGATION AND CONTINGENCIES Compliance The health care industry is subject to numerous laws and regulations of federal, state, and local governments. Compliance with these laws and regulations, specifically those related to the Medicare and Medicaid programs, can be subject to government review and interpretation, as well as regulatory actions unknown and not yet asserted at this time. Management believes that the Company is in substantial compliance with current laws and regulations. Risk Management The Company is exposed to various risks of loss from torts; theft of, damage to, and destruction of assets; business interruption; errors and omissions; employment practices; employee injuries; and natural disasters. These risks are covered by commercial insurance purchased from independent third parties. Litigation The Company is involved in various legal actions arising in the normal course of business. In consultation with legal counsel, management estimates that these matters will be resolved without material adverse effect on the Company’s financial position. | NOTE 12. LITIGATION AND CONTINGENCIES Compliance The health care industry is subject to numerous laws and regulations of federal, state, and local governments. Compliance with these laws and regulations, specifically those related to the Medicare and Medicaid programs, can be subject to government review and interpretation, as well as regulatory actions unknown and not yet asserted at this time. Management believes that the Company is in substantial compliance with current laws and regulations. Risk Management The Company is exposed to various risks of loss from torts; theft of, damage to, and destruction of assets; business interruption; errors and omissions; employment practices; employee injuries; and natural disasters. These risks are covered by commercial insurance purchased from independent third parties. Litigation The Company is involved in various legal actions arising in the normal course of business. In consultation with legal counsel, management estimates that these matters will be resolved without material adverse effect on the Company’s financial position. | |
Deerfield Healthcare Technology Acquisitions Corp | |||
Commitments and Contingencies. | 5. Commitments and Contingencies. Registration Rights The initial stockholders and holders of the Private Placement Warrants are entitled registration rights pursuant to a registration rights agreement entered into on July 21, 2020. The initial stockholders and holders of the Private Placement Warrants are entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In connection with the signing of the Business Combination Agreement, the Company entered into the Amended and Restated Registration Rights Agreement, which amended and restated in its entirety the existing registration rights agreement described above if the initial Business Combination is consummated. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,875,000 additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. The warrants that would be issued in connection with the 1,875,000 over-allotment Units are identical to the public warrants and have no net cash settlement provisions. The underwriters fully exercised their over-allotment option on July 21, 2020. The Company paid an underwriting discount of 2.0% of the per Unit offering price, or approximately $2.5 million in the aggregate at the closing of the Initial Public Offering, and agreed to pay an additional fee (the "Deferred Underwriting Fees") of 3.5% of the gross offering proceeds, or approximately $4.4 million in the aggregate upon the Company's completion of an Initial Business Combination. The Deferred Underwriting Fees will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. With respect to the Affiliated Units, the underwriters received $0.10 per Unit paid upon the closing of the Initial Public Offering, and $0.175 per unit in the deferred underwriting commissions placed in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 6 — Commitments and Contingencies Registration Rights The initial stockholders and holders of the Private Placement Warrants are entitled registration rights pursuant to a registration rights agreement entered into on July 21, 2020. The initial stockholders and holders of the Private Placement Warrants are entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In connection with the signing of the Business Combination Agreement, the Company entered into the Amended and Restated Registration Rights Agreement, which amended and restated in its entirety the existing registration rights agreement described above if the initial Business Combination is consummated. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,875,000 additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. The warrants that would be issued in connection with the 1,875,000 over-allotment Units are identical to the public warrants and have no net cash settlement provisions. The underwriters fully exercised their over-allotment option on July 21, 2020. The Company paid an underwriting discount of 2.0% of the per Unit offering price, or approximately $2.5 million in the aggregate at the closing of the Initial Public Offering and agreed to pay an additional fee (the “Deferred Underwriting Fees”) of 3.5% of the gross offering proceeds, or approximately $4.4 million in the aggregate upon the Company's completion of an initial business combination. The Deferred Underwriting Fees will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial business combination. With respect to the Affiliated Units, the underwriters received $0.10 per Unit paid upon the closing of the Initial Public Offering, and $0.175 per unit in the deferred underwriting commissions placed in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities.
Derivative Warrant Liabilities. | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deerfield Healthcare Technology Acquisitions Corp | ||
Derivative Warrant Liabilities. | 6. Derivative Warrant Liabilities. As of March 31, 2021 and December 31, 2020, the Company has 2,875,000 and 2,916,667 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a business combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a business combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a business combination or earlier upon redemption or liquidation. The Public Warrants will have an exercise price of $11.50 per share and will expire five years after the completion of a business combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares) (such price, the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, the $18.00 per share redemption trigger price described below under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00 — The Company may call the Public Warrants for redemption: · In whole and not in part; · At a price of $0.01 per warrant; · Upon a minimum of 30 days’ prior written notice of redemption; and · If, and only if, the last reported sales price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within the 30‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00 — The Company may also redeem the outstanding Public Warrants once they become exercisable: · In whole and not in part; · At $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A common stock; and · If, and only if, the last reported sale price of its Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30‑trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The “fair market value” of the Company’s Class A common stock shall mean the average last reported sale price of its Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in its initial business combination. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Initial Public Offering. If the Company does not complete a business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 7 — Derivative Warrant Liabilities As of December 31, 2020, the Company has 2,875,000 and 2,916,667 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a business combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a business combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a business combination or earlier upon redemption or liquidation. The Public Warrants will have an exercise price of $11.50 per share and will expire five years after the completion of a business combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares) (such price, the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, the $18.00 per share redemption trigger price described below under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00 — The Company may call the Public Warrants for redemption: · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the last reported sales price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00 — The Company may also redeem the outstanding Public Warrants once they become exercisable: · in whole and not in part; · at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A common stock; and · if, and only if, the last reported sale price of its Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The “fair market value” of the Company’s Class A common stock shall mean the average last reported sale price of its Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in its initial business combination. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Initial Public Offering. If the Company does not complete a business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Stockholders' Equity.
Stockholders' Equity. | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deerfield Healthcare Technology Acquisitions Corp | ||
Stockholders' Equity. | 7. Stockholder’s Equity. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2021 and December 31, 2020, there were 14,375,000 shares of Class A common stock outstanding, including 11,628,162 and 10,697,997 shares of Class A common stock subject to possible redemption, respectively, which were classified as temporary equity in the accompanying condensed balance sheets. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. As of March 31, 2021 and December 31, 2020, there were 3,593,750 shares of Class B common stock outstanding with no shares subject to forfeiture. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of March 31, 2021 and December 31, 2020, there are no shares of preferred stock issued or outstanding. | Note 8 — Stockholders’ Equity Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2020, there were 14,375,000 shares of Class A common stock issued and outstanding. Of the outstanding shares of Class A common stock, 13,174,412 were subject to possible redemption at December 31, 2020, and therefore classified outside of permanent equity. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. In May 2020, the Company issued 2,875,000 shares of Class B common stock to the Sponsor. On June 25, 2020, the Company effected 1:1.25 stock split of Class B common stock resulting in the Sponsor holding an aggregate of 3,593,750 Class B common stock resulting in 3,593,750 shares of Class B common stock outstanding, of which up to 468,750 shares of Class B common stock would have been forfeited by the initial stockholders depending on the exercise of the underwriters’ over-allotment option. The underwriters fully exercised their over-allotment option on July 21, 2020; thus, these shares were no longer subject to forfeiture. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors. As of December 31, 2020, there were no shares of preferred stock issued or outstanding. |
Fair Value Measurements.
Fair Value Measurements. | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deerfield Healthcare Technology Acquisitions Corp | ||
Fair Value Measurements. | 8. Fair Value Measurements. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 143,836,562 $ — $ — Derivative warrant liabilities -Public Warrants $ 6,641,250 $ — $ — Derivative warrant liabilities -Private Warrants $ — $ — $ 7,228,756 December 31, 2020 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 248,988,147 $ — $ — Derivative warrant liabilities -Public Warrants $ 11,787,500 $ — $ — Derivative warrant liabilities -Private Warrants $ — $ — $ 12,976,648 The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants since September 2020. For the three months ended March 31, 2021, the Company recognized a benefit to the unaudited condensed statement of operations resulting from a decrease in the fair value of liabilities of $10,894,142 presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statement of operations. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for three months ended March 31, 2021. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of December 31, 2020 As of March 31, 2021 Exercise price $ 11.50 $ 11.50 Unit price $ 10.00 $ 13.10 Volatility 25.0 % 25.0 % Probability of completing a Business Combination 78.0 % 77.2 % Expected life of the options to convert 5.42 5.17 Risk-free rate 0.42 % 0.96 % Dividend yield % % The change in the fair value of the warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Change in fair value of warrant liabilities Derivative warrant liabilities at December 31, 2020 $ 12,976,648 Change in fair value of derivative warrant liabilities (5,747,982) Derivative warrant liabilities at March 31, 2021 $ 7,228,756 | Note 9 — Fair Value Measurements The Company follows the guidance in FASB ASC Topic 820, “Fair Value Measurements”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. The following table presents information about the Company's financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account U.S. Treasury Bills maturing January 21, 2021 $ 143,836,562 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 11,787,500 $ — $ — Derivative warrant liabilities - Private $ — $ — $ 12,976,648 The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants since September 2020. The Company recognized $7,178,499 for the derivative warrant liabilities upon their issuance on July 21, 2020. For the period from May 8, 2020 (inception) through December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of $17,585,649 presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in September 2020 when the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of As of July 21, 2020 December 31, 2020 Volatility 25.0 % 25 % Probability of completing a Business Combination 70.0 % 78 % Expected life of the options to convert 5.86 5.42 Risk-free rate 0.35 % 0.42 % Dividend yield % % The change in the fair value of the warrant liabilities from May 8, 2020 (inception) through December 31, 2020 is summarized as follows: Warrant liabilities at May 8, 2020 (inception) $ — Issuance of Public and Private Warrants 7,178,499 Change in fair value of warrant liabilities 17,585,649 Warrant liabilities at December 31, 2020 $ 24,764,148 |
Subsequent Events.
Subsequent Events. | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events. | NOTE 12. SUBSEQUENT EVENTS The Company has evaluated subsequent events occurring after the consolidated balance sheet date of March 31, 2021 through the date of June 14, 2021, which is the date that the unaudited condensed combined financial statements were available to be issued. On May 14, 2021, DFHT issued a press release announcing, among other things, receipt of notification from the U.S. Securities and Exchange Commission (“SEC”) that the SEC had completed its review of DFHT’s proxy statement relating to the Business Combination with CareMax and IMC. On June 4, 2021, a special meeting of the stockholders of DFHT was held to facilitate a vote to approve the Business Combination Agreement for the acquisition by DFHT of CareMax and IMC. The Business Combination Agreement provided for the sale and transfer of 100% of the equity interests in CareMax by member of the CareMax Group and IMC Holdings, LLC, a Delaware limited liability company, in favor of DFHT, and as a result of which, upon consummation of the Business Combination, CareMax and IMC legally become wholly-owned subsidiaries of DFHT. The results of the vote were finalized and as of June 8, 2021, the Business Combination was consummated. The Business Combination was funded in part through debt financing provided by an $185 million senior secured credit facility. A portion of the proceeds of the debt financing was used to repay all outstanding borrowings as of June 8, 2021 under the Loan Agreement. The debt financing results in $122 million of senior secured debt of the combined company. | |
Deerfield Healthcare Technology Acquisitions Corp | ||
Subsequent Events. | 9. Subsequent Events. Management has evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date, up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. | Note 11 — Subsequent Events On January 20, 2021, the Company filed a preliminary proxy in connection with the Proposed Business Combination described in Note 1. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date financial statements were issued. Other than as described herein, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended | 8 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Use of Estimates | Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include the valuation of and related impairment recognition of long-lived assets, including intangibles and goodwill and settlements related to revenue and the revenue accrual. Actual results could differ from those estimates. | Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include the valuation of and related impairment recognition of long-lived assets, including intangibles and goodwill and settlements related to revenue and the revenue accrual. Actual results could differ from those estimates. | |
Concentration of Credit Risk | Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions might be in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. HealthSun Health Plans (“HealthSun”) represented approximately 99% and 100% of the Company’s accounts receivable balance as of March 31, 2021 and December 31, 2020, respectively. HealthSun represented 83% and 95% of the Company’s revenues for the three months ended March 31, 2021 and 2020, respectively. | Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions might be in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company’s concentration of credit risk in accounts receivable is limited by the diversity, geography and number of patients and payers. HealthSun Health Plans (“HealthSun”) represented approximately 100% and 98% of the Company’s accounts receivable balance as of December 31, 2020 and 2019, respectively. HealthSun represented 90% and 99% of the Company’s revenues for the years ended December 31, 2020 and 2019, respectively. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of these assets approximates fair value. At times, amounts on deposit may be in excess of the Federal Deposit Insurance Corporation (FDIC) limit. | ||
Income Taxes | Income Taxes All entities of the Company are organized as limited liability companies, or LLCs. As a result, the federal and state income tax consequences of the Company’s operations are the direct responsibility of the unitholders. We record uncertain tax positions on the basis of the two-step process in ASC 740 in which we 1) determine whether it is more likely than not that the tax position will be sustained on the basis of the merits of the position and 2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. | Income Taxes All entities of the Company are organized as limited liability companies, or LLCs. As a result, the federal and state income tax consequences of the Company’s operations are the direct responsibility of the unitholders. We record uncertain tax positions on the basis of the two-step process in ASC 740 in which we 1) determine whether it is more likely than not that the tax position will be sustained on the basis of the merits of the position and 2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. | |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2018, the FASB issued ASU 2018-17, Consolidation — Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) (“ASU 2018-17”). ASU 2018-17 eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. ASU 2018-17 is effective for a public company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. All entities are required to apply the adjustments in ASU 2018-17 retrospectively with a cumulative-effect adjustment to members’ equity at the beginning of the earliest period presented. Early adoption is permitted. The Company adopted the standard on January 1, 2021 with no material effect on its combined financial statements and related disclosures. In August 2018, the FASB issued ASC 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure for Fair Value Measurement (“ASU 2018‑13”), which modifies the disclosure requirements for fair value measurements. ASU 2018‑13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company adopted the new guidance on January 1, 2020, noting no impact on its combined financial statements and related disclosures. | Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board issued Accounting Standards Update (ASU) 2014‑09, Revenue from Contracts with Customers (Topic 606) (ASU 2014‑09). ASU 2014‑09’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the organization expects to be entitled in exchange for those goods or services. ASU 2014‑09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company early adopted ASU 2014‑09 on January 1, 2018 as described herein. ASU 2014‑09 requires entities to exercise more judgment and recognize revenue using a five-step process. The Company adopted ASU 2014‑09 using the modified retrospective method for all contracts effective January 1, 2018 and is applied individually to managed care contracts as explained in Note 3, and using a portfolio approach to group contracts with similar characteristics and analyze historical cash collections trends for other revenue sources. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the combined financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of members’ equity at the date of initial application. Prior periods have not been adjusted and no cumulative-effect adjustment in members’ equity was recorded. The impact of adopting ASU 2014‑09 did not have a significant impact on the Company’s combined balance sheet or combined statement of income. The Company evaluated the nature, amount, timing and uncertainty of revenue and cash flows using the five-step process provided within ASU 2014‑09. Revenue is primarily derived through capitated premium revenue under the payor agreement described herein. In January 2017, the FASB issued ASU 2017‑01, Business Combinations, Clarifying the Definition of a Business to address acquisitions of assets being accounted for as acquisitions of businesses by acquirers. A screen of the elements of a business was presented to aid in the determination of what constitutes a business. This ASU is effective for public business entities in annual periods beginning after December 15, 2017 including interim periods within those periods. We adopted the ASU on January 1, 2018. In August 2018, the FASB issued ASC 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure for Fair Value Measurement (“ASU 2018‑13”), which modifies the disclosure requirements for fair value measurements. ASU 2018‑13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company adopted the new guidance on January 1, 2020, noting no impact on its combined financial statements and related disclosures. In January 2017, the FASB issued ASU 2017‑04, Simplifying the Test for Goodwill Impairment to eliminate Step 2 of the goodwill impairment test requiring procedures to determine the fair value of a reporting unit and assigning it to all of its assets and liabilities, which was time consuming and costly. The ASU is effective for public business entities in fiscal years beginning after December 15, 2019. We adopted the ASU on January 1, 2020 with no impact to our financial statements. In March 2020, the FASB issued ASU 2020‑04, Reference Rate Reform in response to concerns about structural risks of interbank offering rates. The amendments apply to contracts, hedging relationships and other transactions that reference LIBOR or other reference rate expected to be discontinued. Because of reference rate reform, modifications of contracts within the scope of Topics 310, Receivables and 470, Debt should be accounted for prospectively by adjusting the effective interest. Amendments in the update are effective for all entities as of March 12, 2020 through December 31, 2022. The Company has elected to apply the amendments for any contract modifications that are received for Topic 470, Debt, prospectively, effective with the interim period which begins January 1, 2020. The Company has not received any contract modifications and therefore has incurred no changes to its financial statements. | |
Deerfield Healthcare Technology Acquisitions Corp | |||
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Investments Held in Trust Account | Investments Held in Trust Account The Company's portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company's investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net interest income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. | Investments Held in the Trust Account The Company's portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company's investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of March 31, 2021 and December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $0.9 million in cash as of December 31, 2020. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company's investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. | |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 5,791,667 common stock warrants issued in connection with its Initial Public Offering (2,875,000) and Private Placement (2,916,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's unaudited condensed statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 5,791,667 common stock warrants issued in connection with its Initial Public Offering (2,875,000) and Private Placement (2,916,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. | |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. | |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders' equity. The Company's Class A common stock feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 11,628,162 and 10,697,997 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders' equity section of the Company's condensed balance sheets, respectively. | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 10,697,997 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders' equity section of the Company's balance sheet. | |
Net Income Per Share | Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Share settlement of the Company's warrants to purchase an aggregate of 5,791,667 shares of Class A common stock at a price of $11.50 was presumed for the calculation of diluted earnings per share because it is more dilutive than the cash settlement alternative. Under this assumption, the contract is settled in common shares, and the effect of the liability classification (change in fair value of derivative warrant liability is reversed as a numerator adjustment). Potentially dilutive weighted average shares of 1,071,315 are included in the denominator. The Company's unaudited condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes and available working capital allowance which resulted in $0 for the three months ended March 31, 2021. Net income per share, basic and diluted for Class B common stock, for the three months ended March 31, 2021, is calculated by dividing the net income of $9,301,650, adding back the change in the fair value of the derivative warrant liabilities of $10,894,142, for a net loss of $1,592,492, less the income attributable to Class A common stock of $0, by the weighted average number of shares of Class B common stock outstanding for the period and the potentially dilutive shares from the assuming exercise of nonredeemable warrants. | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 5,791,667 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net loss per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes and available working capital allowance which resulted in $0 for the period from May 8, 2020 (inception) to December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net loss of approximately $21,510,741, less the income attributable to Class A common stock of $0, by the weighted average number of shares of Class B common stock outstanding for the period. | |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the Company had a deferred tax asset of approximately $334,000, which had a full valuation allowance recorded against it. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (the "ASU") No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company's management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. | Recent Accounting Pronouncements The Company's management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) - Deerfield Healthcare Technology Acquisitions Corp | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of financial assets that are measured at fair value on a recurring basis | March 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 143,836,562 $ — $ — Derivative warrant liabilities -Public Warrants $ 6,641,250 $ — $ — Derivative warrant liabilities -Private Warrants $ — $ — $ 7,228,756 December 31, 2020 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 248,988,147 $ — $ — Derivative warrant liabilities -Public Warrants $ 11,787,500 $ — $ — Derivative warrant liabilities -Private Warrants $ — $ — $ 12,976,648 | Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account U.S. Treasury Bills maturing January 21, 2021 $ 143,836,562 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 11,787,500 $ — $ — Derivative warrant liabilities - Private $ — $ — $ 12,976,648 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of December 31, 2020 As of March 31, 2021 Exercise price $ 11.50 $ 11.50 Unit price $ 10.00 $ 13.10 Volatility 25.0 % 25.0 % Probability of completing a Business Combination 78.0 % 77.2 % Expected life of the options to convert 5.42 5.17 Risk-free rate 0.42 % 0.96 % Dividend yield % % | As of As of July 21, 2020 December 31, 2020 Volatility 25.0 % 25 % Probability of completing a Business Combination 70.0 % 78 % Expected life of the options to convert 5.86 5.42 Risk-free rate 0.35 % 0.42 % Dividend yield % % |
Schedule of change in the fair value of the warrant liabilities | Derivative warrant liabilities at December 31, 2020 $ 12,976,648 Change in fair value of derivative warrant liabilities (5,747,982) Derivative warrant liabilities at March 31, 2021 $ 7,228,756 | Warrant liabilities at May 8, 2020 (inception) $ — Issuance of Public and Private Warrants 7,178,499 Change in fair value of warrant liabilities 17,585,649 Warrant liabilities at December 31, 2020 $ 24,764,148 |
Organization, Business Operat_2
Organization, Business Operations and Basis of Presentation - Financing (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | Jul. 21, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Initial Public Offering | |||
Share price | $ 10 | $ 10 | |
Offering costs | $ 3,035,641 | ||
Public Offering | |||
Initial Public Offering | |||
Number of shares issued | 14,375,000 | ||
Share price | $ 10 | ||
Proceeds from issuance of shares | $ 143,800,000 | ||
Offering costs | 7,500,000 | ||
Deferred underwriting commissions | $ 4,400,000 | ||
Private Placement | |||
Initial Public Offering | |||
Number of warrants to purchase shares issued (in shares) | 2,916,667 | 2,916,667 | 2,916,667 |
Price of warrants | $ 1.50 | ||
Proceeds from issuance of warrants | $ 4,400,000 | $ 4,400,000 | $ 4,400,000 |
Over-allotment | |||
Initial Public Offering | |||
Number of shares issued | 1,875,000 |
Organization, Business Operat_3
Organization, Business Operations and Basis of Presentation - Trust Account (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Principal deposited in Trust Account | $ 143,800,000 | $ 143,800,000 |
Obligation to redeem Percentage of Common Stock With Respect To Any Other Material Provision Relating To Stockholders' Rights Or Pre-Initial Business Combination Activity | 100.00% | 100.00% |
Redemption of common stock included in the units sold in public offering (as a percent) | 100.00% | 100.00% |
Threshold period from closing of public offering the company is obligated to complete business combination | 24 months | 24 months |
Cash equal to pro rata share calculated based on business days prior to consummation of business combination (in days) | 2 days | 2 days |
Cash equal to pro rata share calculated based on business days prior to consummation of tender offer (in days) | 2 days | 2 days |
Minimum net tangible assets upon consummation of the Company's initial Business Combination and after payment of underwriters fees and commissions | $ 5,000,001 | $ 5,000,001 |
Share price | $ 10 | $ 10 |
Maximum net interest to pay dissolution expenses | $ 500,000 | $ 500,000 |
Minimum net interest to pay dissolution expenses | $ 100,000 | $ 100,000 |
Organization, Business Operat_4
Organization, Business Operations and Basis of Presentation - Proposed Business Combination (Details) | Dec. 18, 2020USD ($)D$ / sharesshares | Jul. 16, 2020shares | Mar. 31, 2021USD ($)D$ / sharesshares | Dec. 31, 2020USD ($)D$ / sharesshares | Dec. 10, 2020 | Aug. 14, 2020 | Jul. 30, 2020 |
Business Acquisition [Line Items] | |||||||
Percentage of controlling financial interest acquired | 100.00% | 100.00% | 100.00% | ||||
Reference price (in dollars per share) | $ / shares | $ 10 | ||||||
Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Minimum net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||
Price per share | $ / shares | $ 10 | $ 10 | |||||
Class A common stock | Second Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout period (in months) | 24 months | 24 months | |||||
CareMax | Class A common stock | First Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout shares, Share Price Trigger | $ / shares | $ 12.50 | $ 12.50 | |||||
Proposed Business Combination | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Maximum amount of cash available to the Company in the aggregate, including amounts held in the Trust Account | $ 50,000,000 | $ 50,000,000 | |||||
Minimum net tangible assets | 5,000,001 | ||||||
Minimum net tangible assets | 5,000,001 | ||||||
Proposed Business Combination | CareMax | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of controlling financial interest acquired | 100.00% | ||||||
Cash consideration, Base amount used for calculation | $ 364,000,000 | ||||||
Cash consideration, multiplying factor used for determination (as a percent) | 68.00% | ||||||
Adjustment Escrow Amounts | $ 500,000 | $ 500,000 | |||||
Adjustment Escrow Amounts in cash (as a percent) | 68.00% | 68.00% | |||||
Proposed Business Combination | CareMax | First Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout shares issuable (in shares) | shares | 1,750,000 | 1,750,000 | |||||
Proposed Business Combination | CareMax | Second Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout shares issuable (in shares) | shares | 1,750,000 | 1,750,000 | |||||
Proposed Business Combination | CareMax | Class A common stock | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Consideration in shares, Base amount used for calculation | $ 364,000,000 | ||||||
Consideration in shares, multiplying factor used for determination (as a percent) | 32.00% | ||||||
Reference price (in dollars per share) | $ / shares | $ 10 | ||||||
Adjustment Escrow Amounts in shares (as a percent) | 32.00% | 32.00% | |||||
Authorized earnout shares (in shares) | shares | 3,500,000 | 3,500,000 | |||||
Proposed Business Combination | CareMax | Class A common stock | Second Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout shares, Share Price Trigger | $ / shares | $ 15 | $ 15 | |||||
Proposed Business Combination | CareMax | Class A common stock | If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued (in share) | shares | 3,500,000 | 3,500,000 | |||||
Proposed Business Combination | IMC | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of controlling financial interest acquired | 100.00% | ||||||
Cash consideration, Base amount used for calculation | $ 250,000,000 | ||||||
Cash consideration, multiplying factor used for determination (as a percent) | 45.00% | ||||||
Adjustment Escrow Amounts | $ 1,000,000 | $ 1,000,000 | |||||
Adjustment Escrow Amounts in cash (as a percent) | 45.00% | 45.00% | |||||
Proposed Business Combination | IMC | First Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout shares issuable (in shares) | shares | 1,450,000 | 1,450,000 | |||||
Proposed Business Combination | IMC | Second Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout shares issuable (in shares) | shares | 1,450,000 | 1,450,000 | |||||
Proposed Business Combination | IMC | Class A common stock | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Consideration in shares, Base amount used for calculation | $ 250,000,000 | ||||||
Consideration in shares, multiplying factor used for determination (as a percent) | 55.00% | ||||||
Reference price (in dollars per share) | $ / shares | $ 10 | ||||||
Adjustment Escrow Amounts in shares (as a percent) | 55.00% | 55.00% | |||||
Authorized earnout shares (in shares) | shares | 2,900,000 | 2,900,000 | |||||
Earnout period (in months) | 12 months | 12 months | |||||
Proposed Business Combination | IMC | Class A common stock | First Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout shares, Share Price Trigger | $ / shares | $ 12.50 | $ 12.50 | |||||
Earnout shares, threshold trading days | D | 20 | 20 | |||||
Earnout shares, threshold trading period | 30 days | 30 days | |||||
Proposed Business Combination | IMC | Class A common stock | Second Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout shares, Share Price Trigger | $ / shares | $ 15 | $ 15 | |||||
Earnout shares, threshold trading days | D | 20 | 20 | |||||
Earnout shares, threshold trading period | 30 days | 30 days | |||||
Proposed Business Combination | IMC | Class A common stock | If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued (in share) | shares | 2,900,000 | 2,900,000 | |||||
Lock-up Agreement | Class A common stock | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Lock-up period, one | 6 months | ||||||
Lock-up period, two | 9 months | ||||||
Lock-up period, three | 12 months | ||||||
Share price trigger to not transfer the Company's common stock | $ / shares | $ 12.50 | ||||||
Threshold trading day period to not transfer the Company's common stock | 30 days | ||||||
Threshold Minimum Calendar Days after Closing Of Business Combination To Not Transfer Company's Common Stock | D | 150 | ||||||
Subscription Agreements | Class A common stock | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares agreed to be issued | shares | 30,500,000 | ||||||
Price per share | $ / shares | $ 10 | ||||||
Aggregate purchase price | $ 305,000,000 | ||||||
Deerfield Subscription Agreements | Class A common stock | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares agreed to be issued | shares | 10,000,000 | ||||||
Price per share | $ / shares | $ 10 | ||||||
Aggregate purchase price | $ 100,000,000 | ||||||
Consent and Waiver Letter | Class A common stock | Minimum | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued upon conversion of Class B Common Stock | shares | 1 |
Organization, Business Operat_5
Organization, Business Operations and Basis of Presentation - Liquidity (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating bank account | $ 6,434,884 | $ 4,934,426 | $ 4,437,704 | ||
Deerfield Healthcare Technology Acquisitions Corp | |||||
Operating bank account | 390,000 | 900,000 | |||
Working capital deficit | 4,300,000 | 2,600,000 | |||
Tax obligations | 49,365 | 129,913 | |||
Interest income from investments held in Trust Account | 19,686 | $ 43,410 | $ 43,410 | 86,562 | |
Contribution from sponsor | 25,000 | 25,000 | |||
Note from sponsor | 200,000 | 200,000 | |||
Working Capital Loans | Deerfield Healthcare Technology Acquisitions Corp | |||||
Amounts outstanding under any Working Capital Loan | $ 0 | $ 0 | |||
Price of warrants (in dollars per share) | $ 1.50 | $ 1.50 | |||
Maximum | Working Capital Loans | Deerfield Healthcare Technology Acquisitions Corp | |||||
Loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | |||
Amounts outstanding under any Working Capital Loan | $ 1,500,000 |
Significant Accounting Polici_3
Significant Accounting Policies - Concentration of Credit Risk, Cash and Cash Equivalents, Deferred Offering Costs Associated with the Initial Public Offering (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Line Items] | ||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 |
Cash equivalents | 900,000 | |
Cash equivalents held in the Trust Account | $ 0 | $ 0 |
Shares settlement of warrants to purchase | 5,791,667 | |
Class A common stock | ||
Summary of Significant Accounting Policies [Line Items] | ||
Common stock subject to possible redemption, shares | 10,697,997 | |
Class A common stock subject to possible redemption | ||
Summary of Significant Accounting Policies [Line Items] | ||
Common stock subject to possible redemption, shares | 11,628,162 | 10,697,997 |
U.S. Treasury Securities | ||
Summary of Significant Accounting Policies [Line Items] | ||
Maximum maturity term of investments | 185 days | 185 days |
Significant Accounting Polici_4
Significant Accounting Policies - Derivative Warrant Liabilities (Details) - Deerfield Healthcare Technology Acquisitions Corp - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Redeemable warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 5,791,667 | 5,791,667 |
Public warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 2,875,000 | 2,875,000 |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 2,916,667 | 2,916,667 |
Significant Accounting Polici_5
Significant Accounting Policies - Net Loss Per Share (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Net Loss Per Share | ||||
Shares settlement of warrants to purchase | 5,791,667 | |||
Price per share | $ 10 | $ 10 | ||
Potentially dilutive weighted average share | 1,071,315 | 5,791,667 | ||
Net Income (Loss) | $ 9,301,650 | $ (1,377,831) | $ (1,408,395) | $ (21,510,741) |
Fair value adjustment on derivative warrant liabilities | $ 10,894,142 | $ (1,181,514) | $ (1,181,514) | (17,585,649) |
Common Stock | ||||
Net Loss Per Share | ||||
Price per share | $ 11.50 | |||
Class A common stock | ||||
Net Loss Per Share | ||||
Net Income (Loss) | $ 0 | 0 | ||
Class B common stock | ||||
Net Loss Per Share | ||||
Net Income (Loss) | 9,301,650 | $ 21,510,741 | ||
Net loss after distributed earnings | $ 0 |
Significant Accounting Polici_6
Significant Accounting Policies - Income Taxes (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deferred tax asset | $ 334,000 | $ 0 |
Unrecognized tax benefits | 0 | 0 |
Amounts accrued for the payment of interest and penalties | 0 | 0 |
Income tax expense | $ 0 | $ 0 |
Effective tax rate | 0.00% | 0.00% |
Initial Public Offering (Detail
Initial Public Offering (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | Jul. 21, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | May 31, 2020 |
Initial Public Offering | ||||||
Price per share | $ 10 | $ 10 | ||||
Offering costs | $ 3,035,641 | |||||
Class A common stock | ||||||
Initial Public Offering | ||||||
Number of shares in a unit | 1 | 1 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of warrants in a unit | 0.20 | 0.20 | ||||
Number of shares issuable per warrant | 1 | 1 | ||||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | ||||
Public Offering | ||||||
Initial Public Offering | ||||||
Sale of units in initial public offering, gross (in shares) | 14,375,000 | |||||
Price per share | $ 10 | |||||
Proceeds from issuance of shares | $ 143,800,000 | |||||
Offering costs | 7,500,000 | |||||
Deferred underwriting commissions in connection with the initial public offering | $ 4,400,000 | |||||
Number of shares in a unit | 1 | |||||
Common stock, par value | $ 0.0001 | |||||
Number of warrants in a unit | 0.2 | |||||
Public Offering | Deerfield Funds | ||||||
Initial Public Offering | ||||||
Sale of units in initial public offering, gross (in shares) | 3,360,000 | 3,360,000 | ||||
Over-allotment | ||||||
Initial Public Offering | ||||||
Sale of units in initial public offering, gross (in shares) | 1,875,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - Deerfield Healthcare Technology Acquisitions Corp | Jul. 21, 2020shares | Jun. 25, 2020shares | May 22, 2020USD ($)$ / sharesshares | Jun. 30, 2020shares | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Related Party Transactions | ||||||
Capital contribution | $ | $ 25,000 | |||||
Percentage owned by initial stockholders after the IPO | 20.00% | |||||
Class B common stock | ||||||
Related Party Transactions | ||||||
Total number of shares after stock split (in shares) | 3,593,750 | 3,593,750 | ||||
Number of shares subject to forfeiture (in shares) | 468,750 | 468,750 | 468,750 | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | 20 days | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | ||||
Class B common stock | Sponsor | ||||||
Related Party Transactions | ||||||
Number of shares issued (in shares) | 2,875,000 | |||||
Capital contribution | $ | $ 25,000 | |||||
Capital contribution (in dollars per share) | $ / shares | $ 0.009 | |||||
Stock split | 1.25 | |||||
Number of shares held (in shares) | 3,368,750 | |||||
Number of shares held after stock split (in shares) | 3,593,750 | |||||
Class B common stock | Sponsor | Steven Hochberg | ||||||
Related Party Transactions | ||||||
Number of shares transferred (in shares) | 50,000 | |||||
Class B common stock | Sponsor | Christopher Wolfe | ||||||
Related Party Transactions | ||||||
Number of shares transferred (in shares) | 50,000 | |||||
Class B common stock | Sponsor | Richard Barasch | ||||||
Related Party Transactions | ||||||
Number of shares transferred (in shares) | 50,000 | |||||
Class B common stock | Sponsor | Dr. Peter J. Fitzgerald | ||||||
Related Party Transactions | ||||||
Number of shares transferred (in shares) | 25,000 | |||||
Class B common stock | Sponsor | Dr. Linda Grais | ||||||
Related Party Transactions | ||||||
Number of shares transferred (in shares) | 25,000 | |||||
Class B common stock | Sponsor | Hon. Dr. David J. Shulkin | ||||||
Related Party Transactions | ||||||
Number of shares transferred (in shares) | 25,000 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement Warrants (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) $ / shares in Units, $ in Millions | Jul. 21, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Class A common stock | |||
Related Party Transactions | |||
Number of shares issuable per warrant (in shares) | 1 | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | |
Private Placement | |||
Related Party Transactions | |||
Number of warrants to purchase shares issued (in shares) | 2,916,667 | 2,916,667 | 2,916,667 |
Price of warrants (in dollars per share) | $ 1.50 | $ 1.50 | |
Proceeds from issuance of warrants | $ 4.4 | $ 4.4 | $ 4.4 |
Private Placement | Class A common stock | |||
Related Party Transactions | |||
Number of shares issuable per warrant (in shares) | 1 | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 |
Related Party Transactions - Ot
Related Party Transactions - Other Transactions (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | May 22, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 |
Related Party Transactions | ||||
Proceeds from note payable to related party | $ 200,000 | |||
Total expenses incurred | $ 52,500 | 105,000 | ||
Sponsor Loans | ||||
Related Party Transactions | ||||
Proceeds from note payable to related party | 200,000 | 200,000 | ||
Sponsor Loans | Maximum | ||||
Related Party Transactions | ||||
Amounts of transaction | $ 200,000 | |||
Administrative Services Agreement | ||||
Related Party Transactions | ||||
Expenses per month | 10,000 | 10,000 | ||
Total expenses incurred | 30,000 | 60,000 | ||
Amounts due | 0 | $ 0 | ||
Wolfe Strategic Services Agreement | ||||
Related Party Transactions | ||||
Expenses per month | 7,500 | 7,500 | ||
Total expenses incurred | 22,500 | |||
Amounts due | 45,000 | 0 | 0 | |
Working Capital Loans | ||||
Related Party Transactions | ||||
Proceeds from note payable to related party | $ 0 | $ 0 | $ 0 | |
Price of warrants (in dollars per share) | $ 1.50 | $ 1.50 | $ 1.50 | |
Working Capital Loans | Maximum | ||||
Related Party Transactions | ||||
Loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | Jul. 21, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Commitments and Contingencies | ||||
Underwriting discount (as a percent) | 2.00% | 2.00% | ||
Underwriting discount paid | $ 2,500,000 | $ 2,500,000 | ||
Deferred underwriting fees (as a percent) | 3.50% | 3.50% | ||
Deferred underwriting fees | $ 4,443,250 | $ 4,443,250 | $ 4,443,250 | |
Underwriting Discount Per Unit | $ 0.10 | $ 0.10 | ||
Deferred underwriting commissions per unit (in dollars per share) | $ 0.175 | $ 0.175 | ||
Over-allotment | ||||
Commitments and Contingencies | ||||
Overallotment option period | 45 days | |||
Units Issued During Period, Shares, New Issues | 1,875,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - Deerfield Healthcare Technology Acquisitions Corp | 3 Months Ended | 8 Months Ended | 12 Months Ended | |
Mar. 31, 2021D$ / sharesshares | Dec. 31, 2020D$ / sharesshares | Dec. 31, 2020$ / sharesshares | Jul. 21, 2020 | |
Warrants | ||||
Price per share | $ 10 | $ 10 | $ 10 | |
Public warrants | ||||
Warrants | ||||
Number of warrants, outstanding | shares | 2,875,000 | 2,875,000 | 2,875,000 | |
Public Warrants exercisable term after the completion of a business combination | 30 days | 30 days | ||
Public Warrants exercisable term from the closing of the public offering | 12 months | 12 months | ||
Threshold maximum period for filing registration statement after business combination | 15 days | 15 days | ||
Public Warrants expiration term | 5 years | 5 years | 5 years | 5 years |
Issue price per share | $ 9.20 | $ 9.20 | ||
Percentage of gross proceeds on total equity proceeds | 60.00% | 60.00% | ||
Trading days determining volume weighted average price | 20 days | 20 days | ||
Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% | 115.00% | ||
Price per share | $ 11.50 | $ 11.50 | $ 11.50 | |
Number of trading days on which fair market value of shares is reported | D | 10 | 10 | ||
Public warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | ||||
Warrants | ||||
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | 30 days | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | $ 18 | ||
Public warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | ||||
Warrants | ||||
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | 30 days | ||
Threshold business days before sending notice of redemption to warrant holders | 3 days | |||
Adjustment of redemption price of stock based on market value (as a percent) | 180.00% | 180.00% | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | $ 10 | ||
Private Placement Warrants | ||||
Warrants | ||||
Number of warrants, outstanding | shares | 2,916,667 | 2,916,667 | 2,916,667 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | Jul. 21, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | May 31, 2020 |
Common Stock | ||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 116,281,625 | $ 106,979,970 | ||||
Class A common stock | ||||||
Common Stock | ||||||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Outstanding | 2,746,838 | 3,677,003 | ||||
Common shares, outstanding including shares subject to possible redemption | 14,375,000 | 14,375,000 | ||||
Common stock, shares subject to possible redemption | 13,174,412 | |||||
Temporary Equity, Shares Outstanding | 10,697,997 | |||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | 20.00% | ||||
Class A common stock subject to possible redemption | ||||||
Common Stock | ||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 106,979,970 | $ 127,082,320 | ||||
Temporary Equity, Shares Outstanding | 11,628,162 | 10,697,997 | ||||
Class B common stock | ||||||
Common Stock | ||||||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares, Outstanding | 3,593,750 | 3,593,750 | ||||
Common shares, votes per share | $ 1 | $ 1 | ||||
Number of shares subject to forfeiture (in shares) | 468,750 | 468,750 | 468,750 | |||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | 1 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - Deerfield Healthcare Technology Acquisitions Corp - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | |
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | |
Preferred shares, shares outstanding | 0 | 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Liabilities: | |||
Derivative warrant liabilities | $ 13,870,006 | $ 24,764,148 | $ 8,360,013 |
Measured on a recurring basis | |||
Liabilities: | |||
Fair value assets level 1 to level 2 transfers | 0 | ||
Fair value assets level 2 to level 1 transfers | 0 | ||
Fair value assets transferred into (out of) level 3 | 0 | ||
Measured on a recurring basis | Level 1 | |||
Assets: | |||
Assets held in Trust Account | 143,836,562 | ||
Measured on a recurring basis | Level 1 | Public warrants | |||
Liabilities: | |||
Derivative warrant liabilities | 6,641,250 | 11,787,500 | |
Measured on a recurring basis | Significant Other Unobservable Inputs (Level 3) | Private placement warrants | |||
Liabilities: | |||
Derivative warrant liabilities | $ 7,228,756 | 12,976,648 | |
Measured on a recurring basis | Significant Other Unobservable Inputs (Level 3) | Private Placement Warrants | |||
Liabilities: | |||
Derivative warrant liabilities | $ 12,976,648 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Significant Other Unobservable Inputs (Level 3) - Deerfield Healthcare Technology Acquisitions Corp | Mar. 31, 2021Y | Dec. 31, 2020Y | Jul. 21, 2020Y |
Exercise price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 11.50 | 11.50 | |
Unit price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 13.10 | 10 | |
Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 25 | 25 | 25 |
Probability of completing a Business Combination | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 77.2 | 78 | 70 |
Expected life of the options to convert | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 5.17 | 5.42 | 5.86 |
Risk-free rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.96 | 0.42 | 0.35 |
Dividend yield | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0 | 0 | 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | Jul. 21, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Issuance of Public and Private Warrants | $ 7,200,000 | ||
Significant Other Unobservable Inputs (Level 3) | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Derivative warrant liabilities at December 31, 2020 | $ 24,764,148 | ||
Issuance of Public and Private Warrants | $ 7,178,499 | ||
Change in fair value of derivative warrant liabilities | 17,585,649 | ||
Derivative warrant liabilities at March 31, 2021 | 24,764,148 | ||
Significant Other Unobservable Inputs (Level 3) | Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Derivative warrant liabilities at December 31, 2020 | 12,976,648 | ||
Change in fair value of derivative warrant liabilities | (5,747,982) | ||
Derivative warrant liabilities at March 31, 2021 | $ 7,228,756 | $ 12,976,648 |
CONDENSED BALANCE SHEETS_2
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | May 07, 2020 | Dec. 31, 2019 |
Current assets: | |||||
Prepaid expenses | $ 166,932 | $ 182,465 | $ 188,493 | ||
Total Current Assets | 16,000,803 | 14,880,857 | 10,061,956 | ||
Total Assets | 40,971,027 | 38,503,148 | 24,330,974 | ||
Current liabilities: | |||||
Accounts payable | 2,171,627 | 1,044,256 | 1,515,323 | ||
Accrued expenses | 2,437,943 | 2,572,188 | 529,082 | ||
Total Current Liabilities | 6,044,386 | 5,451,883 | 3,337,201 | ||
Total Liabilities | 32,942,672 | 31,776,489 | 19,384,909 | ||
Stockholders' Equity: | |||||
Total Liabilities and Members' Equity | 40,971,027 | 38,503,148 | $ 24,330,974 | ||
Deerfield Healthcare Technology Acquisitions Corp | |||||
Current assets: | |||||
Cash | 390,022 | 908,711 | |||
Prepaid expenses | 209,626 | 198,172 | |||
Total Current Assets | 599,648 | 1,106,883 | |||
Investments held in Trust Account | 143,856,248 | 143,836,562 | |||
Total Assets | 144,455,896 | 144,943,445 | $ 145,032,529 | ||
Current liabilities: | |||||
Accounts payable | 456,646 | 458,155 | |||
Accrued expenses | 4,355,000 | 3,168,000 | |||
Franchise tax payable | 49,365 | 129,913 | |||
Total Current Liabilities | 4,861,011 | 3,756,068 | 146,941 | ||
Deferred underwriting commissions | 4,443,250 | 4,443,250 | 4,443,250 | ||
Derivative warrant liabilities | 13,870,006 | 24,764,148 | 8,360,013 | ||
Total Liabilities | 23,174,267 | 32,963,466 | 12,950,204 | ||
Commitments and Contingencies (Note 5) | |||||
Class A common stock, $0.0001 par value; 11,616,546 and 10,697,997 shares subject to possible redemption at $10.01 per share as of March 31, 2021 and December 31, 2020, respectively | 116,281,625 | 106,979,970 | |||
Stockholders' Equity: | |||||
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | |||||
Additional paid-in capital | 17,208,460 | 26,510,023 | 6,407,874 | ||
Accumulated deficit | (12,209,091) | (21,510,741) | (1,408,395) | ||
Total stockholders' equity | 5,000,004 | 5,000,009 | 5,000,005 | $ 0 | |
Total Liabilities and Members' Equity | 144,455,896 | 144,943,445 | 145,032,529 | ||
Class A common stock | Deerfield Healthcare Technology Acquisitions Corp | |||||
Stockholders' Equity: | |||||
Common Stock, Value, Issued | 276 | 368 | 167 | ||
Class B common stock | Deerfield Healthcare Technology Acquisitions Corp | |||||
Stockholders' Equity: | |||||
Common Stock, Value, Issued | $ 359 | $ 359 | $ 359 |
CONDENSED BALANCE SHEETS (Par_2
CONDENSED BALANCE SHEETS (Parenthetical) - Deerfield Healthcare Technology Acquisitions Corp - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | May 31, 2020 |
Common stock subject to possible redemption, par value | $ 0.0001 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Class A common stock | |||||
Common stock subject to possible redemption, shares | 10,697,997 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock, shares issued | 2,746,838 | 3,677,003 | |||
Common stock, shares outstanding | 2,746,838 | 3,677,003 | |||
Class A common stock subject to possible redemption | |||||
Common stock subject to possible redemption, par value | $ 0.0001 | $ 0.0001 | |||
Common stock subject to possible redemption, shares | 11,628,162 | 10,697,997 | |||
Common stock subject to possible redemption, redemption price per share | $ 10 | $ 10 | |||
Class B common stock | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||
Common stock, shares issued | 3,593,750 | 3,593,750 | 2,875,000 | ||
Common stock, shares outstanding | 3,593,750 | 3,593,750 |
UNAUDITED CONDENSED STATEMENT_4
UNAUDITED CONDENSED STATEMENT OF OPERATIONS - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
General and administrative expenses | $ 1,547,072 | $ 3,776,741 | ||
General and administrative expenses - related party | 52,500 | 105,000 | ||
Franchise tax expense | 12,606 | 129,913 | ||
Loss from operations | (1,612,178) | $ (239,727) | $ (270,291) | (4,011,654) |
Other income (expense) | ||||
Interest income from investments held in Trust Account | 19,686 | 43,410 | 43,410 | 86,562 |
Change in fair value of derivative warrant liabilities | 10,894,142 | (1,181,514) | (1,181,514) | (17,585,649) |
Net income | 9,301,650 | $ (1,377,831) | $ (1,408,395) | (21,510,741) |
Class A common stock | ||||
Other income (expense) | ||||
Net income | $ 0 | $ 0 | ||
Weighted average shares outstanding | 14,375,000 | 14,375,000 | 14,375,000 | 14,375,000 |
Basic and diluted net income per share | $ 0 | $ 0 | $ 0 | $ 0 |
Class B common stock | ||||
Other income (expense) | ||||
Net income | $ 9,301,650 | $ 21,510,741 | ||
Weighted average shares outstanding | 3,593,750 | 3,593,750 | 3,468,192 | |
Basic and diluted net income per share | $ (0.38) | $ (0.39) | $ (6.20) | |
Basic weighted average shares outstanding | 3,593,750 | |||
Basic net income per share | $ 2.59 | |||
Diluted weighted average shares outstanding of Class B common stock and nonredeemable warrants | 4,665,065 | |||
Diluted net loss per share, Class B common stock and nonredeemable warrants | $ (0.34) |
UNAUDITED CONDENSED STATEMENT_5
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | Common StockClass A common stock | Common StockClass B common stock | Additional Paid-In Capital | Accumulated Deficit | Class A common stock | Class B common stock | Total |
Beginning balance at May. 07, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning balance (in shares) at May. 07, 2020 | 0 | 0 | |||||
Changes in Stockholders' Equity (Deficit) | |||||||
Net income | (1,408,395) | ||||||
Ending balance at Sep. 30, 2020 | 5,000,005 | ||||||
Beginning balance at May. 07, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||
Beginning balance (in shares) at May. 07, 2020 | 0 | 0 | |||||
Changes in Stockholders' Equity (Deficit) | |||||||
Issuance of Class B common stock to Sponsor | $ 359 | 24,641 | 25,000 | ||||
Issuance of Class B common stock to Sponsor (in shares) | 3,593,750 | ||||||
Net income | (21,510,741) | $ 0 | $ 21,510,741 | (21,510,741) | |||
Sale of Class A common stock in initial public offering, net of warrant liabilities | $ 1,438 | 140,273,212 | 140,274,650 | ||||
Sale of Class A common stock in initial public offering, net of warrant liabilities (in shares) | 14,375,000 | ||||||
Offering costs | (7,480,781) | (7,480,781) | |||||
Excess of cash received over fair value of private placement warrants | 671,851 | 671,851 | |||||
Common stock subject to possible redemption | $ (1,070) | (106,978,900) | (106,979,970) | ||||
Common stock subject to possible redemption (in shares) | (10,697,997) | ||||||
Ending balance at Dec. 31, 2020 | $ 368 | $ 359 | 26,510,023 | (21,510,741) | 5,000,009 | ||
Ending balance (in shares) at Dec. 31, 2020 | 3,677,003 | 3,593,750 | |||||
Changes in Stockholders' Equity (Deficit) | |||||||
Net income | 9,301,650 | $ 0 | $ 9,301,650 | 9,301,650 | |||
Common stock subject to possible redemption | $ (93) | (9,301,557) | (9,301,655) | ||||
Common stock subject to possible redemption (in shares) | (930,165) | ||||||
Ending balance at Mar. 31, 2021 | $ 275 | $ 359 | $ 17,208,466 | $ (12,209,091) | $ 5,000,004 | ||
Ending balance (in shares) at Mar. 31, 2021 | 2,746,838 | 3,593,750 |
UNAUDITED CONDENSED STATEMENT_6
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | |||||||
Net income | $ 1,301,696 | $ 3,170,877 | $ 7,571,634 | $ 5,845,463 | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | 15,533 | 27,002 | 6,028 | (3,991) | |||
Accounts payable | 1,160,704 | (337,404) | (685,921) | 209,757 | |||
Accrued expenses | (134,245) | (348,934) | 394,197 | 261,592 | |||
Net Cash Provided by Operating Activities | 3,371,923 | 1,366,226 | 5,316,484 | 7,015,174 | |||
Cash Flows from Investing Activities | |||||||
Net Cash Used in Investing Activities | (1,690,195) | (1,604,508) | (6,613,051) | (11,226,655) | |||
Cash Flows from Financing Activities: | |||||||
Net Cash (Used in) Provided by Financing Activities | (181,270) | 2,469,587 | 1,793,289 | 8,367,193 | |||
Cash and Cash Equivalents - Beginning of Year | 4,934,426 | 4,437,704 | 4,437,704 | 281,992 | |||
CASH AND CASH EQUIVALENTS - END OF PERIOD | 6,434,884 | $ 6,669,009 | $ 4,934,426 | 4,934,426 | $ 4,437,704 | ||
Deerfield Healthcare Technology Acquisitions Corp | |||||||
Cash Flows from Operating Activities: | |||||||
Net income | 9,301,650 | (21,510,741) | |||||
Adjustments to reconcile net Income to net cash used in operating activities: | |||||||
Interest earned on investments held in Trust Account | (19,686) | $ (43,410) | $ (43,410) | (86,562) | |||
Change in fair value of warrant liabilities | (10,894,142) | $ 1,181,514 | 1,181,514 | 17,585,649 | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | (11,454) | (197,818) | |||||
Accounts payable | (1,509) | 455,911 | |||||
Accrued expenses | 1,187,000 | 3,168,000 | |||||
Franchise tax payable | (80,548) | 129,913 | |||||
Net Cash Provided by Operating Activities | (518,689) | (376,769) | (455,648) | ||||
Cash Flows from Investing Activities | |||||||
Principal deposited in Trust Account | (143,750,000) | ||||||
Net Cash Used in Investing Activities | (143,750,000) | (143,750,000) | |||||
Cash Flows from Financing Activities: | |||||||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | ||||||
Proceeds from note payable to related party | 200,000 | ||||||
Repayment of note payable to related party | (200,000) | ||||||
Proceeds received from initial public offering, gross | 143,750,000 | ||||||
Proceeds received from private placement | 4,375,000 | ||||||
Offering costs paid | (3,035,641) | ||||||
Net Cash (Used in) Provided by Financing Activities | $ 145,114,359 | 145,114,359 | |||||
Net decrease in cash | (518,689) | 908,711 | |||||
Cash and Cash Equivalents - Beginning of Year | 908,711 | ||||||
CASH AND CASH EQUIVALENTS - END OF PERIOD | 390,022 | 908,711 | $ 908,711 | ||||
Supplemental disclosure of noncash activities: | |||||||
Offering costs included in accounts payable | 1,890 | ||||||
Prepaid expenses included in accounts payable | 354 | ||||||
Deferred underwriting commissions in connection with the initial public offering | 4,443,250 | ||||||
Initial classification of Class A common stock subject to possible redemption | 128,444,190 | ||||||
Change in initial value of Class A common stock subject to possible redemption | $ (9,301,655) | (21,464,220) | |||||
Initial fair value of warrant liabilities | $ 7,178,499 |
Organization, Business Operat_6
Organization, Business Operations and Basis of Presentation. | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deerfield Healthcare Technology Acquisitions Corp | ||
Organization, Business Operations and Basis of Presentation. | 1. Organization, Business Operations and Basis of Presentation. Incorporation Deerfield Healthcare Technology Acquisitions Corp. (the “Company”) is a blank check company incorporated in Delaware on May 8, 2020. Sponsor The Company’s sponsor is DFHTA Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet selected (“Business Combination”). As of March 31, 2021, the Company has not commenced any operations. All activity for the period from May 8, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and subsequent to the Initial Public Offering, the search for a target for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering of Units (as defined in Note 3 below), although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination. Financing The registration statement for the Initial Public Offering was declared effective on July 16, 2020. On July 21, 2020, the Company consummated the Initial Public Offering of 14,375,000 units (the “Units” and, with respect to the Class A common stock included in the Units, the “Public Shares”), including the issuance of 1,875,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of approximately $143.8 million, and incurring offering costs of approximately $7.5 million, inclusive of approximately $4.4 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,916,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of approximately $4.4 million (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, approximately $143.8 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) and invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any of the Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares or with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity, or (iii) the redemption of 100% of the Public Shares if the Company does not complete a business combination by July 21, 2022. The Company, after signing a definitive agreement for a business combination, will either (i) seek stockholder approval of the business combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the business combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) and/or to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements and/or to pay taxes,. The decision as to whether the Company will seek stockholder approval of the business combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Company’s initial business combination and after payment of underwriters’ fees and commissions. In such case, the Company would not proceed with the redemption of its Public Shares and the related business combination, and instead may search for an alternate business combination. If the Company holds a stockholder vote in connection with a business combination, a Public Stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) and/or to pay its taxes. As a result, such common stock was recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standard Codification (“ASC”) 480, “Distinguishing Liabilities from Equity (“ASC 480”).” The amount in the Trust Account was initially at $10.00 per Public Share ($143.75 million held in the Trust Account divided by 14,375,000 Public Shares). The Company will have 24 months from the closing of the Initial Public Offering, or July 21, 2022, to complete its initial business combination (the “Combination Period”). If the Company does not complete a business combination within this period of time, it will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) (less taxes payable and up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s executive officers and independent director nominees (the “initial stockholders”) entered into a letter agreement with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Initial Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a business combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Initial Public Offering price per Unit in the Initial Public Offering. Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10‑K/A filed by the Company with the SEC on April 28, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. Proposed Business Combination On December 18, 2020, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, the entities listed in Annex I to the Business Combination Agreement (collectively, the “CareMax Group”), IMC Holdings, LLC, a Delaware limited liability company (“IMC Parent” and, together with the CareMax Group, each a “Seller” and any other party that subsequent to the date of the Business Combination Agreement executes a joinder in form and substance reasonably acceptable to the Company, collectively, the “Sellers”), CareMax Medical Group, LLC, a Florida limited liability company (“CareMax”), IMC Medical Group Holdings, LLC, a Delaware limited liability company (“IMC” and, together with CareMax, each a “Company” and collectively, the “Companies”), and Deerfield Partners, L.P. (“Deerfield Partners”) (solely for purposes of certain exclusivity and non-redemption provisions). The Business Combination Agreement generally provides for (a) the sale and transfer of 100% of the equity interests in CareMax by the CareMax Group to the Company, (the “CareMax Units”) and (b) the sale and transfer of 100% of the equity interests in IMC by IMC Parent to the Company, (the “IMC Units”), as a result of which, upon consummation of the Business Combination, IMC and CareMax will become wholly-owned subsidiaries of the Company. CareMax is a tech-enabled, value based senior care provider serving Medicare Advantage patients. IMC is a value based senior care provider that provides primary, specialty and ancillary services to Medicare, Medicaid and Commercial/ACA patients. Upon the closing of the Business Combination, it is expected that the Company will be renamed CareMax, Inc., and remain listed on the Nasdaq stock market under a new ticker symbol. Consideration Subject to the satisfaction or waiver of certain conditions set forth in the Business Combination Agreement, the closing consideration payable by the Company to the CareMax Group in exchange for the CareMax Units will be equal to: (a) An amount in cash equal to $364,000,000, multiplied by 68%, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination; and (b) A number of shares of the Company’s Class A common stock, rounded down to the nearest whole number, equal to $364,000,000, multiplied by 32% and divided by a reference price of $10, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination. Subject to the satisfaction or waiver of certain conditions set forth in the Business Combination Agreement, the closing consideration payable by the Company to IMC Parent in exchange for the IMC Units will be equal to: (a) An amount equal to (A) the product of $250,000,000, multiplied by 45%, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination; and (b) A number of shares of the Company’s Class A common stock, rounded down to the nearest whole number, equal to (A) $250,000,000, multiplied by 55% and divided by a reference price of $10, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination. Escrow Consideration At the closing of the Business Combination, the Company will deposit $500,000 and $1,000,000 into adjustment escrow accounts (the “Adjustment Escrow Amounts”), and of such $500,000 amount, 68% will be in cash and 32% will be in shares of the Company’s Class A common stock, and of such $1,000,000 amount, 45% will be in cash and 55% will be in shares of the Company’s Class A common stock (the “Adjustment Escrow Shares”), for the purpose of securing post-closing adjustment obligations of the CareMax Group and IMC Parent, respectively. Following the date on which the closing consideration is finally determined, pursuant to the Business Combination Agreement, all or a portion of the applicable Adjustment Escrow Amounts will either be released to the applicable Seller or to the Company in accordance with certain adjustment mechanisms. Earnout Up to an additional 2,900,000 shares of the Company’s Class A common stock (the “IMC Earnout Shares”) are payable after the closing of the Business Combination to IMC Parent if: (i) at any time during the 12-month period following the closing of the Business Combination (“First Earnout Period”) the volume weighted average trading price of the Company’s Class A common stock equals or exceeds $12.50 on any 20 trading days in any 30-day trading period (the “$12.50 Share Price Trigger”), then 1,450,000 IMC Earnout Shares will be issued and paid to IMC Parent, and (ii) at any time during the 24-month period following the closing date of the Business Combination (the “Second Earnout Period”) the volume weighted average trading price of the Company’s Class A common stock equals or exceeds $15.00 on any 20 trading days in any 30-day trading period (the “$15.00 Share Price Trigger” and together with the $12.50 Share Price Trigger, the “Share Price Triggers”), then 1,450,000 IMC Earnout Shares will be issued and paid to IMC Parent. If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied, the Company shall issue and pay to IMC Parent 2,900,000 shares of the Company’s Class A common stock in connection with the satisfaction of the $15.00 Share Price Trigger. Up to an additional 3,500,000 shares of the Company’s Class A common stock (the “CareMax Earnout Shares”) are payable after the closing of the Business Combination to the members of the CareMax Group if: (i) if during the First Earnout Period the volume weighted average trading price of the Company’s Class A common stock equals or exceeds the $12.50 Share Price Trigger, then 1,750,000 CareMax Earnout Shares will be issued and paid to the members of the CareMax Group, and (ii) at any time during the Second Earnout Period the volume weighted average trading price of the Company’s Class A common stock equals or exceeds the $15.00 Share Price Trigger, then 1,750,000 CareMax Earnout Shares will be issued and paid to the members of the CareMax Group. If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied, the Company shall issue and pay to the members of the CareMax Group 3,500,000 shares of the Company’s Class A common stock in connection with the satisfaction of the $15.00 Share Price Trigger. The Company’s Class A common stock to be issued in connection with the transactions contemplated by the Business Combination Agreement will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Consummation of the transactions contemplated by the Business Combination Agreement is subject to customary conditions of the respective parties, including the approval of the Company’s stockholders in accordance with the second amended and restated certificate of incorporation (our “Current Charter”). It is a condition to the closing under the Business Combination Agreement that at the closing date, after giving effect to (i) the redemptions each holder of the Company’s Class A common stock is entitled to and (ii) the sale and issuance of the Company’s Class A common stock pursuant to the Deerfield Subscription Agreements (defined below), the Subscription Agreements (defined below) and the sale and issuance of other securities of the Company between the signing and closing, the amount of cash available to the Company in the aggregate, including amounts held in the Trust Account, shall be no less than $50,000,000. In addition, consummation of the transactions contemplated by the Business Combination Agreement is subject to other closing conditions, including, among others: (i) that all applicable waiting periods and any extensions thereof under applicable antitrust, competition or similar laws have expired or been terminated; (ii) that there has been no material adverse effect on the applicable Company Group (as defined in the Business Combination Agreement); and (iii) that the Company shall not redeem the Company’s Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001. Other Agreements In connection with the Business Combination, the following additional agreements were also executed and filed with the SEC by the Company on an Annual Report on Form 10-K/A filed on April 28, 2021: Lock-up Agreement In connection with the execution of the Business Combination Agreement, the Company entered into a lock-up agreement, dated December 18, 2020 (the “Lock-up Agreement”), with the Sponsor, Deerfield Partners, certain other stockholders of the Company and the Sellers (collectively, the “Lock-up Holders”), pursuant to which, subject to certain exceptions and effective on the closing date, each of the Lock-up Holders have agreed to not transfer any shares of the Company’s Class A common stock held by such Lock-up Holder until the earlier of (i) six, nine or twelve months (as applicable to shares of the Company’s Class A common stock of the Lock-up Holder) after the date of the closing, (ii) only with respect to certain shares of the Company’s Class A common stock of the Lock-up Holders, the date on which, subsequent to the Business Combination, the VWAP of the Company’s Class A common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the closing, and (iii) the date following the completion of the transactions contemplated by the Business Combination Agreement on which the Company completes a Change in Control Transaction (as defined in the Business Combination Agreement). Amended and Restated Registration Rights Agreement In connection with the execution of the Business Combination Agreement, the Company, the Sellers, the Sponsor, Deerfield Partners and the other parties thereto (collectively, the “Rights Holders”) entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), which amends and restates in its entirety the existing Registration Rights Agreement, dated July 16, 2020, by and between the Company and the parties thereto. The Registration Rights Agreement will become effective upon the closing of the Business Combination, if consummated. If the Business Combination is not consummated, the existing registration rights agreement will remain in full force and effect. Pursuant to the terms of the Registration Rights Agreement, the Company will be obligated to file a registration statement to register the resale of certain of the Company’s Class A common stock held by the Rights Holders. In addition, pursuant to the terms of the Registration Rights Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Rights Holders may demand at any time or from time to time, that the Company file a registration statement on Form S-1 or Form S-3 to register certain shares of the Company’s Class A common stock held by such Rights Holders. The Registration Rights Agreement will also provide the Rights Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions. Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into certain subscription agreements, each dated December 18, 2020 (the “Subscription Agreements”), with certain investors, pursuant to which such investors have agreed to purchase an aggregate of 30,500,000 shares of Class A common stock (together, the “Subscriptions”), for a purchase price of $10.00 per share, for an aggregate purchase price of $305,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the Business Combination (the “Third Party PIPE Investments”). The obligations of each party to consummate the Subscriptions are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The Company’s Class A common stock to be issued in connection with the Subscription Agreements and the transactions contemplated thereby will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Deerfield Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into certain subscription agreements, each dated December 18, 2020 (the “Deerfield Subscription Agreements”), with each of Deerfield Partners and the Sponsor, pursuant to which such investors have agreed to purchase an aggregate of 10,000,000 shares of the Company’s Class A common stock (the “Deerfield Subscription”), for a purchase price of $10.00 per share, for an aggregate purchase price of $100,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the Business Combination (the “Deerfield PIPE Investments”). The obligations of each party to consummate the Deerfield Subscription are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The Company’s Class A common stock to be issued in connection with the Deerfield Subscription Agreements and the transactions contemplated thereby will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Consent and Waiver Letter In connection with the execution of the Business Combination Agreement, the Company, Deerfield Partners and the Sponsor entered into a certain Consent and Waiver Letter (the “Consent and Waiver Letter”) pursuant to which, among other things, Deerfield Partners consented to the consummation of the Business Combination as required under that certain Letter Agreement, dated as of July 16, 2020 (the “July 16 Letter Agreement”), pursuant to which the Company agreed not to consummate its initial Business Combination (as defined in the July 16 Letter Agreement) without the consent of Deerfield Partners. In the Consent and Waiver Letter, the Sponsor, the holder of a majority of the outstanding the Company’s Class B common stock, also waived, in accordance with the Current Charter, any adjustment of the conversion provisions in Section 4.3(b)(ii) of our Current Charter that would, as a result of the consummation of the Business Combination or the transactions contemplated by the Business Combination Agreement, including the issuance of the stock portion of the closing consideration, the issuance, if at all, of Adjustment Escrow Shares, the IMC Earnout Shares, or CareMax Earnout Shares, the Third Party PIPE Investments or the Deerfield PIPE Investments, in each case, cause the Class B common stock to convert to Class A common stock at a ratio of greater than one-for-one upon consummation of the Business Combination contemplated by the Business Combination Agreement. In addition, the Company received a commitment letter from certain lending affiliates of Royal Bank of Canada to syndicate and arrange debt financing in connection with the Business Combination. Liquidity and Going Concern Considerations The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2021, the Company had approximately $390,000 in its operating bank account and a working capital deficit of approximately $4.3 million (including tax obligations of approximately $49,000). Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, in order to finance transaction costs in connection an intended business combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans to date. As of March 31, 2021, the Company had no Working Capital Loans outstanding. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the cash receipt of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, and a $200,000 Note issued to the Sponsor, which was repaid by the Company on July 16, 2020 (Note 4). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company will need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor, or its officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined these conditions raise substantial doubt about the Company’s ability to continue as a going concern through the Combination Period, which is the date the Company is required cease all operations except for the purpose of winding up if it has not completed a business combination. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. | Note 1 — Organization, Business Operations and Basis of Presentation Incorporation Deerfield Healthcare Technology Acquisitions Corp. (the “Company”) is a blank check company incorporated in Delaware on May 8, 2020. Sponsor The Company’s sponsor is DFHTA Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisitions, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). All activity for the period from May 8, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the preparation of the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. Financing The registration statement for the Initial Public Offering was declared effective on July 16, 2020. On July 21, 2020, the Company consummated the Initial Public Offering of 14,375,000 units (the “Units” and, with respect to the Class A common stock included in the Units, the “Public Shares”), including the issuance of 1,875,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of approximately $143.8 million, and incurring offering costs of approximately $7.5 million, inclusive of approximately $4.4 million in deferred underwriting commissions (Note 4). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,916,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of approximately $4.4 million (Note 5). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, approximately $143.8 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) and invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any of the Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares or with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity, or (iii) the redemption of 100% of the Public Shares if the Company does not complete a business combination by July 21, 2022. The Company, after signing a definitive agreement for a business combination, will either (i) seek stockholder approval of the business combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the business combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) and/or to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements and/or to pay taxes,. The decision as to whether the Company will seek stockholder approval of the business combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Company’s initial business combination and after payment of underwriters’ fees and commissions. In such case, the Company would not proceed with the redemption of its Public Shares and the related business combination, and instead may search for an alternate business combination. If the Company holds a stockholder vote in connection with a business combination, a Public Stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) and/or to pay its taxes. As a result, such common stock was recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board ("FASB"), Accounting Standard Codification ("ASC”) 480, “Distinguishing Liabilities from Equity ("ASC 480")." The amount in the Trust Account was initially at $10.00 per Public Share ($143.75 million held in the Trust Account divided by 14,375,000 Public Shares). The Company will have 24 months from the closing of the Initial Public Offering, or July 21, 2022, to complete its initial business combination (the “Combination Period”). If the Company does not complete a business combination within this period of time, it will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) (less taxes payable and up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s executive officers and independent director nominees (the “initial stockholders”) entered into a letter agreement with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Initial Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a business combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Initial Public Offering price per Unit in the Initial Public Offering. Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2-Restatement of Previously Issued Financial Statements, the Company's financial statements for the period from December 31, 2020, and the period from May 8, 2020 (inception) through December 31, 2020, and for the period from May 8, 2020 (inception) through September 30, 2020 (collectively, the "Affected Periods"), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this "Annual Report") to correct the misapplication of accounting guidance related to the Company's warrants in the Company's previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as "Restated" in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2-Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Proposed Business Combination On December 18, 2020, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, the entities listed in Annex I to the Business Combination Agreement (collectively, the “CareMax Group”), IMC Holdings, LLC, a Delaware limited liability company (“IMC Parent” and, together with the CareMax Group, each a “Seller” and any other party that subsequent to the date of the Business Combination Agreement executes a joinder in form and substance reasonably acceptable to the Company, collectively, the “Sellers”), CareMax Medical Group, LLC, a Florida limited liability company (“CareMax”), IMC Medical Group Holdings, LLC, a Delaware limited liability company (“IMC” and, together with CareMax, each a “Company” and collectively, the “Companies”), and Deerfield Partners, L.P. (“Deerfield Partners”) (solely for purposes of certain exclusivity and non redemption provisions). The Business Combination Agreement generally provides for (a) the sale and transfer of 100% of the equity interests in CareMax by the CareMax Group to the Company, (the “CareMax Units”) and (b) the sale and transfer of 100% of the equity interests in IMC by IMC Parent to the Company, (the “IMC Units”), as a result of which, upon consummation of the Business Combination, IMC and CareMax will become wholly-owned subsidiaries of the Company. CareMax is a tech-enabled, value based senior care provider serving Medicare Advantage patients. IMC is a value based senior care provider that provides primary, specialty and ancillary services to Medicare, Medicaid and Commercial/ACA patients. Upon the closing of the Business Combination, it is expected that the Company will be renamed CareMax, Inc., and remain listed on the Nasdaq stock market under a new ticker symbol. Consideration Subject to the satisfaction or waiver of certain conditions set forth in the Business Combination Agreement, the closing consideration payable by the Company to the CareMax Group in exchange for the CareMax Units will be equal to: (a) an amount in cash equal to $364,000,000, multiplied by 68%, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination; and (b) a number of shares of the Company’s Class A common stock, rounded down to the nearest whole number, equal to $364,000,000, multiplied by 32% and divided by a reference price of $10, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination. Subject to the satisfaction or waiver of certain conditions set forth in the Business Combination Agreement, the closing consideration payable by the Company to IMC Parent in exchange for the IMC Units will be equal to: (a) an amount equal to (A) the product of $250,000,000, multiplied by 45%, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination; and (b) a number of shares of the Company’s Class A common stock, rounded down to the nearest whole number, equal to (A) $250,000,000, multiplied by 55% and divided by a reference price of $10, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination. Escrow Consideration At the closing of the Business Combination, the Company will deposit $500,000 and $1,000,000 into adjustment escrow accounts (the “Adjustment Escrow Amounts”), and of such $500,000 amount, 68% will be in cash and 32% will be in shares of the Company’s Class A common stock, and of such $1,000,000 amount, 45% will be in cash and 55% will be in shares of the Company’s Class A common stock (the “Adjustment Escrow Shares”), for the purpose of securing post-closing adjustment obligations of the CareMax Group and IMC Parent, respectively. Following the date on which the closing consideration is finally determined, pursuant to the Business Combination Agreement, all or a portion of the applicable Adjustment Escrow Amounts will either be released to the applicable Seller or to the Company in accordance with certain adjustment mechanisms. Earnout Up to an additional 2,900,000 shares of the Company’s Class A common stock (the “IMC Earnout Shares”) are payable after the closing of the Business Combination to IM§C Parent if: (i) at any time during the 12-month period following the closing of the Business Combination (“First Earnout Period”) the volume weighted average trading price of the Company’s Class A common stock equals or exceeds $12.50 on any 20 trading days in any 30-day trading period (the “$12.50 Share Price Trigger”), then 1,450,000 IMC Earnout Shares will be issued and paid to IMC Parent, and (ii) at any time during the 24-month period following the closing date of the Business Combination (the “Second Earnout Period”) the volume weighted average trading price of the Company’s Class A common stock equals or exceeds $15.00 on any 20 trading days in any 30-day trading period (the “$15.00 Share Price Trigger” and together with the $12.50 Share Price Trigger, the “Share Price Triggers”), then 1,450,000 IMC Earnout Shares will be issued and paid to IMC Parent. If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied, the Company shall issue and pay to IMC Parent 2,900,000 shares of the Company’s Class A common stock in connection with the satisfaction of the $15.00 Share Price Trigger. Up to an additional 3,500,000 shares of the Company’s Class A common stock (the “CareMax Earnout Shares”) are payable after the closing of the Business Combination to the members of the CareMax Group if: (i) if during the First Earnout Period the volume weighted average trading price of the Company’s Class A common stock equals or exceeds the $12.50 Share Price Trigger, then 1,750,000 CareMax Earnout Shares will be issued and paid to the members of the CareMax Group, and (ii) at any time during the Second Earnout Period the volume weighted average trading price of the Company’s Class A common stock equals or exceeds the $15.00 Share Price Trigger, then 1,750,000 CareMax Earnout Shares will be issued and paid to the members of the CareMax Group. If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied, the Company shall issue and pay to the members of the CareMax Group 3,500,000 shares of the Company’s Class A common stock in connection with the satisfaction of the $15.00 Share Price Trigger. The Company’s Class A common stock to be issued in connection with the transactions contemplated by the Business Combination Agreement will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Consummation of the transactions contemplated by the Business Combination Agreement is subject to customary conditions of the respective parties, including the approval of the Company’s stockholders in accordance with the second amended and restated certificate of incorporation (our “Current Charter”). It is a condition to the closing under the Business Combination Agreement that at the closing date, after giving effect to (i) the redemptions each holder of the Company’s Class A common stock is entitled to and (ii) the sale and issuance of the Company’s Class A common stock pursuant to the Deerfield Subscription Agreements (defined below), the Subscription Agreements (defined below) and the sale and issuance of other securities of the Company between the signing and closing, the amount of cash available to the Company in the aggregate, including amounts held in the Trust Account, shall be no less than $50,000,000. In addition, consummation of the transactions contemplated by the Business Combination Agreement is subject to other closing conditions, including, among others: (i) that all applicable waiting periods and any extensions thereof under applicable antitrust, competition or similar laws have expired or been terminated; (ii) that there has been no material adverse effect on the applicable Company Group (as defined in the Business Combination Agreement); and (iii) that the Company shall not redeem the Company’s Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001. Other Agreements In connection with the Business Combination, the following additional agreements were also executed and filed with the SEC by the Company on a Current Report on Form 8-K/A filed on December 21, 2020: Lock-up Agreement In connection with the execution of the Business Combination Agreement, the Company entered into a lock-up agreement, dated December 18, 2020 (the “Lock-up Agreement”), with the Sponsor, Deerfield Partners, certain other stockholders of the Company and the Sellers (collectively, the “Lock-up Holders”), pursuant to which, subject to certain exceptions and effective on the closing date, each of the Lock-up Holders have agreed to not transfer any shares of the Company’s Class A common stock held by such Lock-up Holder until the earlier of (i) six, nine or twelve months (as applicable to shares of the Company’s Class A common stock of the Lock-up Holder) after the date of the closing, (ii) only with respect to certain shares of the Company’s Class A common stock of the Lock-up Holders, the date on which, subsequent to the Business Combination, the VWAP of the Company’s Class A common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the closing, and (iii) the date following the completion of the transactions contemplated by the Business Combination Agreement on which the Company completes a Change in Control Transaction (as defined in the Business Combination Agreement). Amended and Restated Registration Rights Agreement In connection with the execution of the Business Combination Agreement, the Company, the Sellers, the Sponsor, Deerfield Partners and the other parties thereto (collectively, the “Rights Holders”) entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), which amends and restates in its entirety the existing Registration Rights Agreement, dated July 16, 2020, by and between the Company and the parties thereto. The Registration Rights Agreement will become effective upon the closing of the Business Combination, if consummated. If the Business Combination is not consummated, the existing registration rights agreement will remain in full force and effect. Pursuant to the terms of the Registration Rights Agreement, the Company will be obligated to file a registration statement to register the resale of certain of the Company’s Class A common stock held by the Rights Holders. In addition, pursuant to the terms of the Registration Rights Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Rights Holders may demand at any time or from time to time, that the Company file a registration statement on Form S-1 or Form S-3 to register certain shares of the Company’s Class A common stock held by such Rights Holders. The Registration Rights Agreement will also provide the Rights Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions. Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into certain subscription agreements, each dated December 18, 2020 (the “Subscription Agreements”), with certain investors, pursuant to which such investors have agreed to purchase an aggregate of 30,500,000 shares of Class A common stock (together, the “Subscriptions”), for a purchase price of $10.00 per share, for an aggregate purchase price of $305,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the Business Combination (the “Third Party PIPE Investments”). The obligations of each party to consummate the Subscriptions are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The Company’s Class A common stock to be issued in connection with the Subscription Agreements and the transactions contemplated thereby will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Deerfield Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into certain subscription agreements, each dated December 18, 2020 (the “Deerfield Subscription Agreements”), with each of Deerfield Partners and the Sponsor, pursuant to which such investors have agreed to purchase an aggregate of 10,000,000 shares of the Company’s Class A common stock (the “Deerfield Subscription”), for a purchase price of $10.00 per share, for an aggregate purchase price of $100,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the Business Combination (the “Deerfield PIPE Investments”). The obligations of each party to consummate the Deerfield Subscription are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The Company’s Class A common stock to be issued in connection with the Deerfield Subscription Agreements and the transactions contemplated thereby will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Consent and Waiver Letter In connection with the execution of the Business Combination Agreement, the Company, Deerfield Partners and the Sponsor entered into a certain Consent and Waiver Letter (the “Consent and Waiver Letter”) pursuant to which, among other things, Deerfield Partners consented to the consummation of the Business Combination as required under that certain Letter Agreement, dated as of July 16, 2020 (the “July 16 Letter Agreement”), pursuant to which the Company agreed not to consummate its initial Business Combination (as defined in the July 16 Letter Agreement) without the consent of Deerfield Partners. In the Consent and Waiver Letter, the Sponsor, the holder of a majority of the outstanding the Company’s Class B common stock, also waived, in accordance with the Current Charter, any adjustment of the conversion provisions in Section 4.3(b)(ii) of our Current Charter that would, as a result of the consummation of the Business Combination or the transactions contemplated by the Business Combination Agreement, including the issuance of the stock portion of the closing consideration, the issuance, if at all, of Adjustment Escrow Shares, the IMC Earnout Shares, or CareMax Earnout Shares, the Third Party PIPE Investments or the Deerfield PIPE Investments, in each case, cause the Class B common stock to convert to Class A common stock at a ratio of greater than one-for-one upon consummation of the Business Combination contemplated by the Business Combination Agreement. In addition, the Company received a commitment letter from certain lending affiliates of Royal Bank of Canada to syndicate and arrange debt financing in connection with the Business Combination. Liquidity and Going Concern Considerations The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2020, the Company had approximately $0.9 million in its operating bank account, approximately $87,000 in investment income held in the Trust Account available to pay franchise tax, and a working capital deficit of approximately $2.6 million. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, in order to finance transaction costs in connection an intended business combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 5). Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans to date. As of December 31, 2020, the Company had no Working Capital Loans outstanding. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the cash receipt of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, and a $200,000 Note issued to the Sponsor, which was repaid by the Company on July 16, 2020 (Note 5). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company will need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor, or its officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined these conditions raise substantial doubt about the Company’s ability to continue as a going concern through the Combination Period, which is the date the Company is required cease all operations except for the purpose of winding up if it has not completed a business combination. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 8 Months Ended |
Dec. 31, 2020 | |
Deerfield Healthcare Technology Acquisitions Corp | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements In April 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase common stock that the Company issued in July 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on July 21, 2020, the Company’s Warrants were accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Audit Committee, management concluded that the Warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. In light of the SEC Staff’s published views, the Company reassessed its accounting for the Warrants issued on July 21, 2020. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s statement of operations each reporting period. As a result of the foregoing, the Audit Committee, in consultation with management, concluded that the Company’s previously issued financial statements for the Affected Periods should be restated because of a misapplication in the guidance around accounting for our outstanding Warrants and should no longer be relied upon. The Company had initially accounted for the Warrants as a component of equity but upon further evaluation of the terms of the Warrants, concluded that the Warrants should be accounted for as a derivative liability. The warrant agreement governing the Warrants includes a provision (the “Replacement of Securities Upon Reorganization”) of which application of such provision could result in a different settlement value for the Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s common stock, these Warrants could not be considered “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50% of the outstanding shares of the Company’s common stock, all holders of the Warrants (both the public Warrants and private placement Warrants) would be entitled to receive cash for their Warrants. In other words, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Warrant holders would be entitled to cash, while only certain of the holders of the Company’s common stock would be entitled to cash. These provisions preclude the Company from classifying the Warrants in stockholders’ equity. As a result of these provisions, the Company has restated its financial statements to reflect the Company’s Warrants as a derivative liability with changes in the fair value recorded in the current period earnings. The Warrants were issued in connection with the Company’s Initial Public Offering of 14,375,000 Units and Private Placement Warrants completed on July 21, 2020. Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value and one-fifth of one redeemable warrant. Each whole Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. The Warrants will expire worthless five years from the date of issuance. The material terms of the Warrants are more fully described in Note 7. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 144,943,445 $ — $ 144,943,445 Liabilities and stockholders’ equity Total current liabilities $ 3,756,068 $ — $ 3,756,068 Deferred underwriting commissions 4,443,250 — 4,443,250 Warrant liabilities — 24,764,148 24,764,148 Total liabilities 8,199,318 24,764,148 32,963,466 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 131,744,120 (24,764,150) 106,979,970 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A ordinary stock - $0.0001 par value 120 248 368 Class B ordinary stock - $0.0001 par value 359 — 359 Additional paid-in-capital 8,924,620 17,585,403 26,510,023 Accumulated deficit (3,925,092) (17,585,649) (21,510,741) Total stockholders’ equity 5,000,007 2 5,000,009 Total liabilities and stockholders’ equity $ 144,943,445 $ — $ 144,943,445 For the Period from May 8, 2020 (inception) through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations Loss from operations $ (4,011,654) $ — $ (4,011,654) Other (expense) income: Fair value adjustment on derivative warrant liabilities — (17,585,649) (17,585,649) Interest earned on investments held in Trust Account 86,562 — 86,562 Total other (expense) income 86,562 (17,585,649) (17,499,087) Net loss $ (3,925,092) $ (17,585,649) $ (21,510,741) Basic and Diluted weighted-average Class A ordinary shares outstanding 14,375,000 — 14,375,000 Basic and Diluted net loss per Class A share $ — — $ — Basic and Diluted weighted-average Class B ordinary shares outstanding 3,468,192 — 3,468,192 Basic and Diluted net loss per Class B share $ (1.13) — $ (6.20) For the Period from May 8, 2020 (inception) through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (3,925,092) $ (17,585,649) $ (21,510,741) Adjustment to reconcile net loss to net cash used in operating activities (86,562) 17,585,649 17,499,087 Net cash used in operating activities (455,648) — (455,648) Net cash used in investing activities (143,750,000) — (143,750,000) Net cash provided by financing activities 145,114,359 — 145,114,359 As of September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Balance Sheet Total assets $ 145,032,529 $ — $ 145,032,529 Liabilities and stockholders’ equity Total current liabilities $ 146,941 $ — $ 146,941 Deferred underwriting commissions 4,443,250 — 4,443,250 Derivative warrant liabilities — 8,360,013 8,360,013 Total liabilities 4,590,191 8,360,013 12,950,204 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 135,442,330 (8,360,010) 127,082,320 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A ordinary stock - $0.0001 par value 83 84 167 Class B ordinary stock - $0.0001 par value 359 — 359 Additional paid-in-capital 5,226,447 1,181,427 6,407,874 Accumulated deficit (226,881) (1,181,514) (1,408,395) Total stockholders’ equity 5,000,008 (3) 5,000,005 Total liabilities and stockholders’ equity $ 145,032,529 $ — $ 145,032,529 For the Three Months Ended September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (239,727) $ — $ (239,727) Other (expense) income: Fair value adjustment on derivative warrant liabilities — (1,181,514) (1,181,514) Interest earned on investments held in Trust Account 43,410 — 43,410 Total other (expense) income 43,410 (1,181,514) (1,138,104) Net loss $ (196,317) $ (1,181,514) $ (1,377,831) Basic and Diluted weighted-average Class A ordinary shares outstanding 14,375,000 14,375,000 Basic and Diluted net loss per Class A share $ $ Basic and Diluted weighted-average Class B ordinary shares outstanding 3,593,750 3,593,750 Basic and Diluted net loss per Class B share $ (0.05) $ (0.38) For the period from May 8 (inception) through September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (270,291) $ — $ (270,291) Other (expense) income: Fair value adjustment on derivative warrant liabilities — (1,181,514) (1,181,514) Interest earned on investments held in Trust Account 43,410 — 43,410 Total other (expense) income 43,410 (1,181,514) (1,138,104) Net loss $ (226,881) $ (1,181,514) $ (1,408,395) Basic and Diluted weighted-average Class A ordinary shares outstanding 14,375,000 14,375,000 Basic and Diluted net loss per Class A share $ 0.00 $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 3,593,750 3,593,750 Basic and Diluted net loss per Class B share $ (0.06) $ (0.39) For the period from May 8 (inception) through September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Cash Flows Net loss $ (226,881) $ (1,181,514) $ (1,408,395) Adjustment to reconcile net loss to net cash used in operating activities (43,410) 1,181,514 1,138,104 Net cash used in operating activities (376,769) — (376,769) Net cash used in investing activities (143,750,000) — (143,750,000) Net cash provided by financing activities 145,114,359 — 145,114,359 In addition, the impact to the balance sheet dated July 21, 2020, filed on Form 8-K on July 27, 2020 related to the impact of accounting for the public and private warrants as liabilities at fair value resulted in a $7.2 million increase to the derivative warrant liabilities line item at July 21, 2020 and offsetting decrease to the Class A common stock subject to redemption mezzanine equity line item. There is no change to total stockholders’ equity at the reported balance sheet date. |
Significant Accounting Polici_7
Significant Accounting Policies. | 3 Months Ended | 8 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Significant Accounting Policies. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include the valuation of and related impairment recognition of long-lived assets, including intangibles and goodwill and settlements related to revenue and the revenue accrual. Actual results could differ from those estimates. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions might be in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. HealthSun Health Plans (“HealthSun”) represented approximately 99% and 100% of the Company’s accounts receivable balance as of March 31, 2021 and December 31, 2020, respectively. HealthSun represented 83% and 95% of the Company’s revenues for the three months ended March 31, 2021 and 2020, respectively. Revenue Recognition Since capitated revenue is received regardless of whether services are performed, the performance obligation is the completion of enrollment of the patient and providing access to care. Fee-for-service revenue generally relates to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied. Capitated revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment of At-risk premium less an administrative charge for reporting on enrollees on a per patient basis (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members. Settlements with third-party payors for retroactive adjustments due to capitation risk adjustment, or claim audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors: · Geography of the service location · Demographics of members · Health needs of members · Method of reimbursement (capitation or fee for service) · Enrollment changes · Rate changes · For fee for service activities, the payors (for example, Medicare, Medicaid, commercial insurance, patient) which have different reimbursement/payment methodologies. The Company has elected the practical expedient allowed under Financial Accounting Standards Board (FASB) ASC 606‑10‑32‑18 and does not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to the Company’s expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. The Company has applied the practical expedient provided by FASB ASC 340‑40‑25‑4 and all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. For the three months ended March 31, 2021 and 2020, substantially all of the revenue recognized by the Company was from goods and services, namely, providing access to physicians and wellness centers. The Company had agreements in place with the payors listed below. Payor sources of capitated revenue for each period presented were as follows: Three months ended Three months ended March 31, 2021 March 31, 2020 HealthSun 83 % 95 % Simply Healthcare 7 % 5 % Humana 6 % 0 % CarePlus 3 % 0 % Medica 1 % 0 % 100 % 100 % Other Patient Service Revenue Other patient service revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination services and care management services and is also comprised of fee-for-service revenue. This is recognized at the time of service for patients who are not covered under capitated arrangements. Goodwill and Intangible Assets Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $10,067,730 at March 31, 2021 and December 31, 2020. Pursuant to ASC 350, “Intangibles — Goodwill and Other,” we review goodwill annually in the 4th quarter or whenever significant events or changes indicate the possibility of impairment. For purposes of the annual goodwill impairment assessment, the Company has identified a single reporting unit. The most recently completed impairment test of goodwill was performed in the fourth quarter of 2020, and it was determined that no impairment existed. There were no changes to the carrying amount of goodwill from December 31, 2020 to March 31, 2021. Identifiable intangible assets with a finite useful life are amortized over their useful lives. The Company has elected to amortize risk contract intangible assets over an 11‑year period and non-competition agreement intangible assets over a 5‑year period. We review the recoverability of long-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Identifiable Intangible Assets The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class: Gross Carrying Accumulated Weighted Average Amount Amortization Net Book Value Amortization Period (years) March 31, 2021 Risk Contracts $ 8,174,299 $ (867,318) $ 7,306,981 11 Non-compete agreements 1,319,883 (303,404) 1,016,479 5 Total $ 9,494,182 $ (1,170,722) $ 8,323,460 Gross Carrying Accumulated Weighted Average Amount Amortization Net Book Value Amortization Period (years) December 31, 2020 Risk Contracts $ 8,174,299 $ (681,538) $ 7,492,761 11 Non-compete agreements 1,319,883 (237,409) 1,082,474 5 Total $ 9,494,182 $ (918,947) $ 8,575,235 The estimated amortization expense related to the fair value of acquired intangible assets for the remainder of 2021 and each of the succeeding five years is: Amount Remainder of 2021 $ 755,321 2022 1,007,095 2023 998,291 2024 944,368 2025 841,215 2026 743,118 $ 5,289,408 Property and Equipment Property and equipment is recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful life of each class of depreciable asset and is computed on the straight-line method. Leasehold improvements are depreciated over the lesser of the length of the related lease plus any renewal options or the estimated life of the asset. A summary of estimated useful lives is as follows: Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years Income Taxes All entities of the Company are organized as limited liability companies, or LLCs. As a result, the federal and state income tax consequences of the Company’s operations are the direct responsibility of the unitholders. We record uncertain tax positions on the basis of the two-step process in ASC 740 in which we 1) determine whether it is more likely than not that the tax position will be sustained on the basis of the merits of the position and 2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Medical Expenses Medical expenses include capitation payments and fee for service claims paid, claims in process and pending, and an estimate of unreported claims and charges by physicians, hospitals, and other health care providers for services rendered to enrollees during the period. Changes to prior-period estimates of medical expenses are reflected in the current period. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. The presentation of administrative fees associated with the Company’s capitated revenue previously presented as a component Selling, General and Administrative Expenses in the prior year financial statements has been reclassified to conform to the current year presentation as a reduction of capitated revenue. This reclassification had no effect on the reported results of operations, balance sheets or statements of cash flows. Three months ended March 31, 2020 As Reported Revised Capitated Revenue $ 29,124,807 $ 25,041,525 Selling, General and Administrative Expenses $ 9,607,533 $ 5,524,251 Recently Adopted Accounting Pronouncements In October 2018, the FASB issued ASU 2018-17, Consolidation — Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) (“ASU 2018-17”). ASU 2018-17 eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. ASU 2018-17 is effective for a public company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. All entities are required to apply the adjustments in ASU 2018-17 retrospectively with a cumulative-effect adjustment to members’ equity at the beginning of the earliest period presented. Early adoption is permitted. The Company adopted the standard on January 1, 2021 with no material effect on its combined financial statements and related disclosures. In August 2018, the FASB issued ASC 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure for Fair Value Measurement (“ASU 2018‑13”), which modifies the disclosure requirements for fair value measurements. ASU 2018‑13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company adopted the new guidance on January 1, 2020, noting no impact on its combined financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016‑02, Leases (“ASU 2016‑02”), which amends the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. ASU 2016‑02 also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. In June 2020, the FASB issued ASU 2020‑05 that deferred the required effective date for non- issuers to fiscal years beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. The Company will therefore adopt ASU 2016‑02 on January 1, 2022. Because of the number of leases the Company utilizes to support its operations, the adoption of ASU 2016‑02 is expected to have a significant impact on the Company’s combined financial position and results of operations. Management is currently evaluating the extent of this anticipated impact on the Company’s combined financial statements, including quantitative and qualitative factors, as well as any changes to its leasing strategy that may be needed. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”). ASU 2016‑13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for us beginning January 1, 2022. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. The Company plans to adopt this standard on January 1, 2022 and does not believe adoption will have a material effect on its combined financial statements. Recent Accounting Pronouncements Not Yet Adopted In January 2020, the FASB issued ASU 2020‑01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) — Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020‑01”). ASU 2020‑01 clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2020‑01 will have on its combined financial statements. We do not expect that any other recently issued accounting guidance will have a significant effect on our combined financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include the valuation of and related impairment recognition of long-lived assets, including intangibles and goodwill and settlements related to revenue and the revenue accrual. Actual results could differ from those estimates. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions might be in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company’s concentration of credit risk in accounts receivable is limited by the diversity, geography and number of patients and payers. HealthSun Health Plans (“HealthSun”) represented approximately 100% and 98% of the Company’s accounts receivable balance as of December 31, 2020 and 2019, respectively. HealthSun represented 90% and 99% of the Company’s revenues for the years ended December 31, 2020 and 2019, respectively. Revenue Recognition Since capitated revenue is received regardless of whether services are performed, the performance obligation is the completion of enrollment of the patient and providing access to care. Fee-for-service revenue generally relates to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied. Capitated revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment per patient per month (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. The Company is responsible for incurring or paying for the cost of healthcare services required by that patient population. Fees are recorded gross in revenues because the Company is acting as a principal in arranging for, providing and controlling the managed healthcare services provided to the managed care payors’ eligible enrolled members. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members. Settlements with third-party payors for retroactive adjustments due to capitation risk adjustment, or claim audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors: · Geography of the service location · Demographics of members · Health needs of members · Method of reimbursement (capitation or fee for service) · Enrollment changes · Rate changes · For fee for service activities, the payors (for example, Medicare, Medicaid, commercial insurance, patient) which have different reimbursement/payment methodologies. The Company has elected the practical expedient allowed under Financial Accounting Standards Board (FASB) ASC 606‑10‑32‑18 and does not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to the Company’s expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. The Company has applied the practical expedient provided by FASB ASC 340‑40‑25‑4 and all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. For the years ended December 31, 2020 and 2019 substantially all of the revenue recognized by the Company was from goods and services, namely, providing access to physicians and wellness centers. The Company had agreements in place with the payors listed below. Payor sources of capitated revenue for each period presented were as follows: Year ended Year ended December 31, 2020 December 31, 2019 HealthSun 90 % 99 % Simply Healthcare 6 % 1 % Humana 2 % — Preferred Care 1 % — CarePlus 1 % — 100 % 100 % Other Patient Service Revenue Other patient service revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination services and care management services and is also comprised of fee-for-service revenue. This is recognized at the time of service for patients who are not covered under capitated arrangements. Cash and Cash Equivalents The Company considers all highly-liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of these assets approximates fair value. At times, amounts on deposit may be in excess of the Federal Deposit Insurance Corporation (FDIC) limit. Accounts Receivable Accounts Receivable consists of estimated risk adjustment settlements due from payors as described above, estimated settlements under the Medicare Part D program, and capitated funds withheld by payors subject to final settlement, less estimated claims outstanding. See Note 3 for additional detail on payor contracts. Inventories Inventories are measured at the lower of cost (first in, first out method) or net realizable value. Deferred Financing Costs The Company has adopted the accounting guidance in FASB Accounting Standards Update (ASU) No. 2015‑03, Interest-Imputation of Interest (Subtopic 835‑30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015‑03 requires an entity to present debt issuance costs as a direct deduction from the face amount of the related borrowings, amortize debt issuance costs using the effective interest method over the term of the related debt, and record amortization expense as a component of interest expense. On December 10, 2020, the Company amended the existing loan and security agreement with a third party and increased its borrowing by $8.5 million (see Note 7). Deferred financing costs associated with this increased debt amount were approximately $382,000. The amendment resulted in a loss on extinguishment of debt which included lender fees. Related amortization expense for the years ended December 31, 2020 and 2019 was $245,356 and $69,140, respectively. The amortization expense is calculated on a straight-line basis, which approximates the effective interest method. Goodwill and Intangible Assets Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $10,067,730 and $5,577,030 at December 31, 2020 and 2019, respectively. Pursuant to ASC 350, “Intangibles — Goodwill and Other,” we review goodwill annually in the 4th quarter or whenever significant events or changes indicate the possibility of impairment. For purposes of the annual goodwill impairment assessment, the Company has identified a single reporting unit. The most recently completed impairment test of goodwill was performed in the fourth quarter of 2020, and it was determined that no impairment existed. The following table displays a roll-forward of the carrying amount of goodwill by subsidiary from December 31, 2018 to December 31, 2020: Total Hiahleah Coral Way Tamarac Havana 1 Havana 2 Company Balances as of December 31, 2018 $ 186,150 $ 322,998 $ — $ — $ — 509,148 Goodwill Acquired — — 5,067,882 5,067,882 Impairment Losses — — — — Balances as of December 31, 2019 186,150 322,998 5,067,882 — — 5,577,030 Goodwill Acquired — — — 1,570,700 2,920,000 4,490,700 Impairment Losses — — — — — — Balances as of December 31, 2020 $ 186,150 $ 322,998 $ 5,067,882 $ 1,570,700 $ 2,920,000 $ 10,067,730 Identifiable intangible assets with a finite useful life are amortized over their useful lives. The Company has elected to amortize risk contract intangible assets over an 11‑year period and non-competition agreement intangible assets over a 5‑year period. Net intangible assets, subject to amortization, amounted to $8,575,235 and $5,043,021 at December 31, 2020 and 2019, respectively. We review the recoverability of long-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Amortization expense for intangible assets totaled $642,786 and $243,344 for the years ended December 31, 2020 and 2019, respectively. Expected annual amortization expense for these assets over the next five years and thereafter is as follows: Year ending December 31 Amount 2021 2022 2023 2024 2025 thereafter $ The following table displays a summary of identified intangible assets by asset type from December 31, 2018 to December 31, 2020: Risk Non-competition Total Contracts Agreements Intangible Assets Balances as of December 31, 2018 $ 395,287 $ 61,078 $ 456,365 Intangible Assets Acquired 4,180,000 650,000 4,830,000 Less Amortization Expense (180,617) (62,727) (243,344) Balances as of December 31, 2019 4,394,670 648,351 5,043,021 Intangible Assets Acquired 3,575,000 600,000 4,175,000 Less Amortization Expense (476,905) (165,881) (642,786) Balances as of December 31, 2020 $ 7,492,765 $ 1,082,470 $ 8,575,235 Property and Equipment Property and equipment is recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful life of each class of depreciable asset and is computed on the straight-line method. Leasehold improvements are depreciated over the lesser of the length of the related lease plus any renewal options or the estimated life of the asset. A summary of estimated useful lives is as follows: Leasehold Improvements 15 to 39 Years Furniture and Equipment 5 to 7 Years Vehicles 5 Years Software 3 Years Income Taxes All entities of the Company are organized as limited liability companies, or LLCs. As a result, the federal and state income tax consequences of the Company’s operations are the direct responsibility of the unitholders. We record uncertain tax positions on the basis of the two-step process in ASC 740 in which we 1) determine whether it is more likely than not that the tax position will be sustained on the basis of the merits of the position and 2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Advertising and Promotional Costs The Company expenses advertising and promotional costs when incurred. Advertising and promotional expenses were approximately $476,000 and $631,000 for the years ended December 31, 2020 and 2019, respectively. Medical Expenses Medical expenses include capitation payments and fee for service claims paid, claims in process and pending, and an estimate of unreported claims and charges by physicians, hospitals, and other health care providers for services rendered to enrollees during the period. Changes to prior-period estimates of medical expenses are reflected in the current period. Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board issued Accounting Standards Update (ASU) 2014‑09, Revenue from Contracts with Customers (Topic 606) (ASU 2014‑09). ASU 2014‑09’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the organization expects to be entitled in exchange for those goods or services. ASU 2014‑09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company early adopted ASU 2014‑09 on January 1, 2018 as described herein. ASU 2014‑09 requires entities to exercise more judgment and recognize revenue using a five-step process. The Company adopted ASU 2014‑09 using the modified retrospective method for all contracts effective January 1, 2018 and is applied individually to managed care contracts as explained in Note 3, and using a portfolio approach to group contracts with similar characteristics and analyze historical cash collections trends for other revenue sources. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the combined financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of members’ equity at the date of initial application. Prior periods have not been adjusted and no cumulative-effect adjustment in members’ equity was recorded. The impact of adopting ASU 2014‑09 did not have a significant impact on the Company’s combined balance sheet or combined statement of income. The Company evaluated the nature, amount, timing and uncertainty of revenue and cash flows using the five-step process provided within ASU 2014‑09. Revenue is primarily derived through capitated premium revenue under the payor agreement described herein. In January 2017, the FASB issued ASU 2017‑01, Business Combinations, Clarifying the Definition of a Business to address acquisitions of assets being accounted for as acquisitions of businesses by acquirers. A screen of the elements of a business was presented to aid in the determination of what constitutes a business. This ASU is effective for public business entities in annual periods beginning after December 15, 2017 including interim periods within those periods. We adopted the ASU on January 1, 2018. In August 2018, the FASB issued ASC 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure for Fair Value Measurement (“ASU 2018‑13”), which modifies the disclosure requirements for fair value measurements. ASU 2018‑13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company adopted the new guidance on January 1, 2020, noting no impact on its combined financial statements and related disclosures. In January 2017, the FASB issued ASU 2017‑04, Simplifying the Test for Goodwill Impairment to eliminate Step 2 of the goodwill impairment test requiring procedures to determine the fair value of a reporting unit and assigning it to all of its assets and liabilities, which was time consuming and costly. The ASU is effective for public business entities in fiscal years beginning after December 15, 2019. We adopted the ASU on January 1, 2020 with no impact to our financial statements. In March 2020, the FASB issued ASU 2020‑04, Reference Rate Reform in response to concerns about structural risks of interbank offering rates. The amendments apply to contracts, hedging relationships and other transactions that reference LIBOR or other reference rate expected to be discontinued. Because of reference rate reform, modifications of contracts within the scope of Topics 310, Receivables and 470, Debt should be accounted for prospectively by adjusting the effective interest. Amendments in the update are effective for all entities as of March 12, 2020 through December 31, 2022. The Company has elected to apply the amendments for any contract modifications that are received for Topic 470, Debt, prospectively, effective with the interim period which begins January 1, 2020. The Company has not received any contract modifications and therefore has incurred no changes to its financial statements. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016‑02, Leases (“ASU 2016‑02”), which amends the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. ASU 2016‑02 also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. In June 2020, the FASB issued ASU 2020‑05 that deferred the required effective date for non- issuers to fiscal years beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. The Company will therefore adopt ASU 2016‑02 on January 1, 2022. Because of the number of leases the Company utilizes to support its operations, the adoption of ASU 2016‑02 is expected to have a significant impact on the Company’s combined financial position and results of operations. Management is currently evaluating the extent of this anticipated impact on the Company’s combined financial statements, including quantitative and qualitative factors, as well as any changes to its leasing strategy that may be needed. In October 2018, the FASB issued ASU 2018‑17, Consolidation — Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) (“ASU 2018‑17”). ASU 2018‑17 eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. ASU 2018‑17 is effective for a public company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. All entities are required to apply the adjustments in ASU 2018‑17 retrospectively with a cumulative-effect adjustment to members’ equity at the beginning of the earliest period presented. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018‑17 will have on its combined financial statements and related disclosures. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”). ASU 2016‑13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for us beginning January 1, 2022. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. The Company plans to adopt this standard on January 1, 2023 and does not believe adoption will have a material effect on its combined financial statements. Recent Accounting Pronouncements Not Yet Adopted In January 2020, the FASB issued ASU 2020‑01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) — Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020‑01”). ASU 2020‑01 clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2020‑01 will have on its combined financial statements. We do not expect that any other recently issued accounting guidance will have a significant effect on our combined financial statements. | |
Deerfield Healthcare Technology Acquisitions Corp | |||
Significant Accounting Policies. | 2. Significant Accounting Policies. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company's portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company's investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net interest income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of March 31, 2021 and December 31, 2020. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company's investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 5,791,667 common stock warrants issued in connection with its Initial Public Offering (2,875,000) and Private Placement (2,916,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's unaudited condensed statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders' equity. The Company's Class A common stock feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 11,628,162 and 10,697,997 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders' equity section of the Company's condensed balance sheets, respectively. Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Share settlement of the Company's warrants to purchase an aggregate of 5,791,667 shares of Class A common stock at a price of $11.50 was presumed for the calculation of diluted earnings per share because it is more dilutive than the cash settlement alternative. Under this assumption, the contract is settled in common shares, and the effect of the liability classification (change in fair value of derivative warrant liability is reversed as a numerator adjustment). Potentially dilutive weighted average shares of 1,071,315 are included in the denominator. The Company's unaudited condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes and available working capital allowance which resulted in $0 for the three months ended March 31, 2021. Net income per share, basic and diluted for Class B common stock, for the three months ended March 31, 2021, is calculated by dividing the net income of $9,301,650, adding back the change in the fair value of the derivative warrant liabilities of $10,894,142, for a net loss of $1,592,492, less the income attributable to Class A common stock of $0, by the weighted average number of shares of Class B common stock outstanding for the period and the potentially dilutive shares from the assuming exercise of nonredeemable warrants. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the Company had a deferred tax asset of approximately $334,000, which had a full valuation allowance recorded against it. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (the "ASU") No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company's management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. | Note 3 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company's portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company's investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $0.9 million in cash as of December 31, 2020. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 5,791,667 common stock warrants issued in connection with its Initial Public Offering (2,875,000) and Private Placement (2,916,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 10,697,997 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders' equity section of the Company's balance sheet. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 5,791,667 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net loss per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes and available working capital allowance which resulted in $0 for the period from May 8, 2020 (inception) to December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net loss of approximately $21,510,741, less the income attributable to Class A common stock of $0, by the weighted average number of shares of Class B common stock outstanding for the period. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Accounting Pronouncements The Company's management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering._2
Initial Public Offering. | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deerfield Healthcare Technology Acquisitions Corp | ||
Initial Public Offering. | 3. Initial Public Offering. Public Units On July 21, 2020, the Company consummated the Initial Public Offering of 14,375,000 Units, including the issuance of 1,875,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of approximately $143.8 million, and incurring offering costs of approximately $7.5 million, inclusive of approximately $4.4 million in deferred underwriting commissions. Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value and one-fifth of one redeemable warrant (the “Warrants”). Each whole Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Certain domestic private pooled investment vehicles managed by Deerfield Management Company, L.P. (“Deerfield Management”) and its affiliates (the “Deerfield Funds”) purchased 3,360,000 Public Units in the Initial Public Offering at the Initial Public Offering price (“Affiliated Units”). On July 16, 2020, the Company also entered into a letter agreement (the “Deerfield Letter Agreement”) with Deerfield Management, pursuant to which the Company has agreed to not complete a Business Combination without the consent of Deerfield Management, which consent Deerfield Management has indicated it does not intend to provide if the Company’s proposed initial Business Combination is with a target that is not primarily engaged in the healthcare industry. | Note 4 — Initial Public Offering Public Units On July 21, 2020, the Company consummated the Initial Public Offering of 14,375,000 Units, including the issuance of 1,875,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of approximately $143.8 million, and incurring offering costs of approximately $7.5 million, inclusive of approximately $4.4 million in deferred underwriting commissions. Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value and one-fifth of one redeemable warrant (the “Warrants”). Each whole Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Affiliated Units Certain domestic private pooled investment vehicles managed by Deerfield Management Company, L.P. (“Deerfield Management”) and its affiliates (the “Deerfield Funds”) purchased 3,360,000 public Units in the Initial Public Offering at the Initial Public Offering price (“Affiliated Units”). On July 16, 2020, the Company also entered into a letter agreement (the “Deerfield Letter Agreement”) with Deerfield Management, pursuant to which the Company has agreed to not complete a business combination without the consent of Deerfield Management, which consent Deerfield Management has indicated it does not intend to provide if the Company’s proposed initial business combination is with a target that is not primarily engaged in the healthcare industry. |
Related Party Transactions._2
Related Party Transactions. | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deerfield Healthcare Technology Acquisitions Corp | ||
Related Party Transactions. | 4. Related Party Transactions. Founder Shares On May 22, 2020, the Sponsor received 2,875,000 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.009 per share. On June 25, 2020, the Company effected 1:1.25 stock split of Class B common stock resulting in the Sponsor holding an aggregate of 3,593,750 Founder Shares. In June 2020, the Sponsor transferred 50,000 founder shares to each of Steven Hochberg, the Company’s Chief Executive Officer, Christopher Wolfe, the Company’s Chief Financial Officer, and Richard Barasch, the Company’s Executive Chairman, and 25,000 Founder Shares to each of Dr. Peter J. Fitzgerald, Dr. Linda Grais and Hon. Dr. David J. Shulkin, the Company’s independent director nominees, for the same per-share price initially paid by the Company’s Sponsor, resulting in the Sponsor holding 3,368,750 Founder Shares. The Founder Shares are identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The initial stockholders collectively own 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. Of the 3,593,750 Founder Shares outstanding, up to 468,750 Founder Shares would have been forfeited by the initial stockholders depending on the exercise of the underwriters’ over-allotment option. The underwriters fully exercised their over-allotment option on July 21, 2020; thus, these shares were no longer subject to forfeiture. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 2,916,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of approximately $4.4 million. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account pending completion of the Company’s initial Business Combination. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the Public Stockholders and the Warrants issued to the Sponsor will expire worthless. Sponsor Loan On May 22, 2020, the Sponsor agreed to loan the Company up to an aggregate of $200,000 pursuant to a promissory note (the “Note”) to cover expenses related to this Initial Public Offering. This loan was payable without interest on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The Company received the $200,000 proceeds under the Note and repaid this Note in full on July 16, 2020. Administrative Services Agreement Commencing on the date that the Company’s securities are first listed on Nasdaq, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying such monthly fees. The Company incurred and paid $30,000 in these expenses in the three months ended March 31, 2021. Wolfe Strategic Services Agreement Commencing on the date that the Company’s securities are first listed on Nasdaq, the Company agreed to pay its Chief Financial Officer, Christopher Wolfe, $7,500 per month for his services prior to the initial Business Combination. The Company incurred and paid $22,500 in these expenses in the three months ended March 31, 2021. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans to date. As of March 31, 2021 and December 31, 2020, the Company had no Working Capital Loans outstanding. | Note 5 — Related Party Transactions Founder Shares On May 22, 2020, the Sponsor received 2,875,000 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.009 per share. On June 25, 2020, the Company effected 1:1.25 stock split of Class B common stock resulting in the Sponsor holding an aggregate of 3,593,750 Founder Shares. All share and per-share amounts have been retroactively restated. In June 2020, the Sponsor transferred 50,000 Founder Shares to each of Steven Hochberg, the Company’s Chief Executive Officer, Christopher Wolfe, the Company’s Chief Financial Officer, and Richard Barasch, the Company’s Executive Chairman, and 25,000 Founder Shares to each of Dr. Peter J. Fitzgerald, Dr. Linda Grais and Hon. Dr. David J. Shulkin, the Company’s independent director nominees, for the same per-share price initially paid by the Company’s Sponsor, resulting in the Sponsor holding 3,368,750 Founder Shares. The Founder Shares are identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The initial stockholders collectively own 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. Of the 3,593,750 Founder Shares outstanding, up to 468,750 Founder Shares would have been forfeited by the initial stockholders depending on the exercise of the underwriters’ over-allotment option. The underwriters fully exercised their over-allotment option on July 21, 2020; thus, these shares were no longer subject to forfeiture. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial business combination, or earlier if, subsequent to the Company’s initial business combination, the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the Company’s initial business combination, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial business combination that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 2,916,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of approximately $4.4 million. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account pending completion of the Company’s initial business combination. If the Company does not complete a business combination, then the proceeds will be part of the liquidating distribution to the Public Stockholders and the Warrants issued to the Sponsor will expire worthless. Sponsor Loan On May 22, 2020, the Sponsor agreed to loan the Company up to an aggregate of $200,000 pursuant to a promissory note (the “Note”) to cover expenses related to this Initial Public Offering. This loan was payable without interest on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The Company received the $200,000 proceeds under the Note and repaid this Note in full on July 16, 2020. Administrative Services Agreement Commencing on the date that the Company’s securities are first listed on Nasdaq, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying such monthly fees. For the period from May 8, 2020 (inception) through December 31, 2020, the Company incurred $60,000 related to these services. No amounts were due as of December 31, 2020. Wolfe Strategic Services Agreement Commencing on the date that the Company’s securities are first listed on Nasdaq, the Company agreed to pay its Chief Financial Officer, Christopher Wolfe, $7,500 per month for his services prior to the initial business combination. For the period from May 8, 2020 (inception) through December 31, 2020, the Company incurred $45,000 related to these services. No amounts were due as of December 31, 2020. Working Capital Loans In order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans to date. As of December 31, 2020, the Company had no Working Capital Loans outstanding. |
Commitments and Contingencies_2
Commitments and Contingencies. | 3 Months Ended | 8 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies. | NOTE 10. LITIGATION AND CONTINGENCIES Compliance The health care industry is subject to numerous laws and regulations of federal, state, and local governments. Compliance with these laws and regulations, specifically those related to the Medicare and Medicaid programs, can be subject to government review and interpretation, as well as regulatory actions unknown and not yet asserted at this time. Management believes that the Company is in substantial compliance with current laws and regulations. Risk Management The Company is exposed to various risks of loss from torts; theft of, damage to, and destruction of assets; business interruption; errors and omissions; employment practices; employee injuries; and natural disasters. These risks are covered by commercial insurance purchased from independent third parties. Litigation The Company is involved in various legal actions arising in the normal course of business. In consultation with legal counsel, management estimates that these matters will be resolved without material adverse effect on the Company’s financial position. | NOTE 12. LITIGATION AND CONTINGENCIES Compliance The health care industry is subject to numerous laws and regulations of federal, state, and local governments. Compliance with these laws and regulations, specifically those related to the Medicare and Medicaid programs, can be subject to government review and interpretation, as well as regulatory actions unknown and not yet asserted at this time. Management believes that the Company is in substantial compliance with current laws and regulations. Risk Management The Company is exposed to various risks of loss from torts; theft of, damage to, and destruction of assets; business interruption; errors and omissions; employment practices; employee injuries; and natural disasters. These risks are covered by commercial insurance purchased from independent third parties. Litigation The Company is involved in various legal actions arising in the normal course of business. In consultation with legal counsel, management estimates that these matters will be resolved without material adverse effect on the Company’s financial position. | |
Deerfield Healthcare Technology Acquisitions Corp | |||
Commitments and Contingencies. | 5. Commitments and Contingencies. Registration Rights The initial stockholders and holders of the Private Placement Warrants are entitled registration rights pursuant to a registration rights agreement entered into on July 21, 2020. The initial stockholders and holders of the Private Placement Warrants are entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In connection with the signing of the Business Combination Agreement, the Company entered into the Amended and Restated Registration Rights Agreement, which amended and restated in its entirety the existing registration rights agreement described above if the initial Business Combination is consummated. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,875,000 additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. The warrants that would be issued in connection with the 1,875,000 over-allotment Units are identical to the public warrants and have no net cash settlement provisions. The underwriters fully exercised their over-allotment option on July 21, 2020. The Company paid an underwriting discount of 2.0% of the per Unit offering price, or approximately $2.5 million in the aggregate at the closing of the Initial Public Offering, and agreed to pay an additional fee (the "Deferred Underwriting Fees") of 3.5% of the gross offering proceeds, or approximately $4.4 million in the aggregate upon the Company's completion of an Initial Business Combination. The Deferred Underwriting Fees will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. With respect to the Affiliated Units, the underwriters received $0.10 per Unit paid upon the closing of the Initial Public Offering, and $0.175 per unit in the deferred underwriting commissions placed in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 6 — Commitments and Contingencies Registration Rights The initial stockholders and holders of the Private Placement Warrants are entitled registration rights pursuant to a registration rights agreement entered into on July 21, 2020. The initial stockholders and holders of the Private Placement Warrants are entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In connection with the signing of the Business Combination Agreement, the Company entered into the Amended and Restated Registration Rights Agreement, which amended and restated in its entirety the existing registration rights agreement described above if the initial Business Combination is consummated. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,875,000 additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. The warrants that would be issued in connection with the 1,875,000 over-allotment Units are identical to the public warrants and have no net cash settlement provisions. The underwriters fully exercised their over-allotment option on July 21, 2020. The Company paid an underwriting discount of 2.0% of the per Unit offering price, or approximately $2.5 million in the aggregate at the closing of the Initial Public Offering and agreed to pay an additional fee (the “Deferred Underwriting Fees”) of 3.5% of the gross offering proceeds, or approximately $4.4 million in the aggregate upon the Company's completion of an initial business combination. The Deferred Underwriting Fees will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial business combination. With respect to the Affiliated Units, the underwriters received $0.10 per Unit paid upon the closing of the Initial Public Offering, and $0.175 per unit in the deferred underwriting commissions placed in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilitie_2
Derivative Warrant Liabilities. | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deerfield Healthcare Technology Acquisitions Corp | ||
Derivative Warrant Liabilities. | 6. Derivative Warrant Liabilities. As of March 31, 2021 and December 31, 2020, the Company has 2,875,000 and 2,916,667 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a business combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a business combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a business combination or earlier upon redemption or liquidation. The Public Warrants will have an exercise price of $11.50 per share and will expire five years after the completion of a business combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares) (such price, the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, the $18.00 per share redemption trigger price described below under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00 — The Company may call the Public Warrants for redemption: · In whole and not in part; · At a price of $0.01 per warrant; · Upon a minimum of 30 days’ prior written notice of redemption; and · If, and only if, the last reported sales price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within the 30‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00 — The Company may also redeem the outstanding Public Warrants once they become exercisable: · In whole and not in part; · At $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A common stock; and · If, and only if, the last reported sale price of its Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30‑trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The “fair market value” of the Company’s Class A common stock shall mean the average last reported sale price of its Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in its initial business combination. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Initial Public Offering. If the Company does not complete a business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 7 — Derivative Warrant Liabilities As of December 31, 2020, the Company has 2,875,000 and 2,916,667 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a business combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a business combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a business combination or earlier upon redemption or liquidation. The Public Warrants will have an exercise price of $11.50 per share and will expire five years after the completion of a business combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares) (such price, the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, the $18.00 per share redemption trigger price described below under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00 — The Company may call the Public Warrants for redemption: · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the last reported sales price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00 — The Company may also redeem the outstanding Public Warrants once they become exercisable: · in whole and not in part; · at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A common stock; and · if, and only if, the last reported sale price of its Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The “fair market value” of the Company’s Class A common stock shall mean the average last reported sale price of its Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in its initial business combination. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Initial Public Offering. If the Company does not complete a business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Stockholders' Equity._2
Stockholders' Equity. | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deerfield Healthcare Technology Acquisitions Corp | ||
Stockholders' Equity. | 7. Stockholder’s Equity. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2021 and December 31, 2020, there were 14,375,000 shares of Class A common stock outstanding, including 11,628,162 and 10,697,997 shares of Class A common stock subject to possible redemption, respectively, which were classified as temporary equity in the accompanying condensed balance sheets. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. As of March 31, 2021 and December 31, 2020, there were 3,593,750 shares of Class B common stock outstanding with no shares subject to forfeiture. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of March 31, 2021 and December 31, 2020, there are no shares of preferred stock issued or outstanding. | Note 8 — Stockholders’ Equity Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2020, there were 14,375,000 shares of Class A common stock issued and outstanding. Of the outstanding shares of Class A common stock, 13,174,412 were subject to possible redemption at December 31, 2020, and therefore classified outside of permanent equity. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. In May 2020, the Company issued 2,875,000 shares of Class B common stock to the Sponsor. On June 25, 2020, the Company effected 1:1.25 stock split of Class B common stock resulting in the Sponsor holding an aggregate of 3,593,750 Class B common stock resulting in 3,593,750 shares of Class B common stock outstanding, of which up to 468,750 shares of Class B common stock would have been forfeited by the initial stockholders depending on the exercise of the underwriters’ over-allotment option. The underwriters fully exercised their over-allotment option on July 21, 2020; thus, these shares were no longer subject to forfeiture. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors. As of December 31, 2020, there were no shares of preferred stock issued or outstanding. |
Fair Value Measurements._2
Fair Value Measurements. | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deerfield Healthcare Technology Acquisitions Corp | ||
Fair Value Measurements. | 8. Fair Value Measurements. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 143,836,562 $ — $ — Derivative warrant liabilities -Public Warrants $ 6,641,250 $ — $ — Derivative warrant liabilities -Private Warrants $ — $ — $ 7,228,756 December 31, 2020 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 248,988,147 $ — $ — Derivative warrant liabilities -Public Warrants $ 11,787,500 $ — $ — Derivative warrant liabilities -Private Warrants $ — $ — $ 12,976,648 The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants since September 2020. For the three months ended March 31, 2021, the Company recognized a benefit to the unaudited condensed statement of operations resulting from a decrease in the fair value of liabilities of $10,894,142 presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statement of operations. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for three months ended March 31, 2021. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of December 31, 2020 As of March 31, 2021 Exercise price $ 11.50 $ 11.50 Unit price $ 10.00 $ 13.10 Volatility 25.0 % 25.0 % Probability of completing a Business Combination 78.0 % 77.2 % Expected life of the options to convert 5.42 5.17 Risk-free rate 0.42 % 0.96 % Dividend yield % % The change in the fair value of the warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Change in fair value of warrant liabilities Derivative warrant liabilities at December 31, 2020 $ 12,976,648 Change in fair value of derivative warrant liabilities (5,747,982) Derivative warrant liabilities at March 31, 2021 $ 7,228,756 | Note 9 — Fair Value Measurements The Company follows the guidance in FASB ASC Topic 820, “Fair Value Measurements”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. The following table presents information about the Company's financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account U.S. Treasury Bills maturing January 21, 2021 $ 143,836,562 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 11,787,500 $ — $ — Derivative warrant liabilities - Private $ — $ — $ 12,976,648 The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants since September 2020. The Company recognized $7,178,499 for the derivative warrant liabilities upon their issuance on July 21, 2020. For the period from May 8, 2020 (inception) through December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of $17,585,649 presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in September 2020 when the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of As of July 21, 2020 December 31, 2020 Volatility 25.0 % 25 % Probability of completing a Business Combination 70.0 % 78 % Expected life of the options to convert 5.86 5.42 Risk-free rate 0.35 % 0.42 % Dividend yield % % The change in the fair value of the warrant liabilities from May 8, 2020 (inception) through December 31, 2020 is summarized as follows: Warrant liabilities at May 8, 2020 (inception) $ — Issuance of Public and Private Warrants 7,178,499 Change in fair value of warrant liabilities 17,585,649 Warrant liabilities at December 31, 2020 $ 24,764,148 |
Income Taxes
Income Taxes | 8 Months Ended |
Dec. 31, 2020 | |
Deerfield Healthcare Technology Acquisitions Corp | |
Income Taxes | Note 10 — Income Taxes The Company's taxable income primarily consists of interest income on the Trust Account, less any franchise taxes. The Company's formation and operating costs are generally considered start-up costs and are not currently deductible. The income tax provision (benefit) for the period from May 8, 2020 (inception) through December 31, 2020 consists of the following: December 31, 2020 Current Federal $ State Deferred Federal (824,269) State — Valuation allowance 824,269 Income tax provision $ The Company's net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Start-up/Organization costs $ 815,166 Net operating loss carryforwards 9,104 Total deferred tax assets 824,269 Valuation allowance (824,269) Deferred tax asset, net of allowance $ In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from May 8, 2020 (inception) to December 31, 2020, the valuation allowance was approximately $824,000. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate for the period from May 8, 2020 (inception) through December 31, 2020 is as follows: December 31, 2020 Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (17.2) % Change in Valuation Allowance (3.8) % Effective Tax Rate % There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Subsequent Events._2
Subsequent Events. | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events. | NOTE 12. SUBSEQUENT EVENTS The Company has evaluated subsequent events occurring after the consolidated balance sheet date of March 31, 2021 through the date of June 14, 2021, which is the date that the unaudited condensed combined financial statements were available to be issued. On May 14, 2021, DFHT issued a press release announcing, among other things, receipt of notification from the U.S. Securities and Exchange Commission (“SEC”) that the SEC had completed its review of DFHT’s proxy statement relating to the Business Combination with CareMax and IMC. On June 4, 2021, a special meeting of the stockholders of DFHT was held to facilitate a vote to approve the Business Combination Agreement for the acquisition by DFHT of CareMax and IMC. The Business Combination Agreement provided for the sale and transfer of 100% of the equity interests in CareMax by member of the CareMax Group and IMC Holdings, LLC, a Delaware limited liability company, in favor of DFHT, and as a result of which, upon consummation of the Business Combination, CareMax and IMC legally become wholly-owned subsidiaries of DFHT. The results of the vote were finalized and as of June 8, 2021, the Business Combination was consummated. The Business Combination was funded in part through debt financing provided by an $185 million senior secured credit facility. A portion of the proceeds of the debt financing was used to repay all outstanding borrowings as of June 8, 2021 under the Loan Agreement. The debt financing results in $122 million of senior secured debt of the combined company. | |
Deerfield Healthcare Technology Acquisitions Corp | ||
Subsequent Events. | 9. Subsequent Events. Management has evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date, up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. | Note 11 — Subsequent Events On January 20, 2021, the Company filed a preliminary proxy in connection with the Proposed Business Combination described in Note 1. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date financial statements were issued. Other than as described herein, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_8
Significant Accounting Policies (Policies) | 3 Months Ended | 8 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Use of Estimates | Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include the valuation of and related impairment recognition of long-lived assets, including intangibles and goodwill and settlements related to revenue and the revenue accrual. Actual results could differ from those estimates. | Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include the valuation of and related impairment recognition of long-lived assets, including intangibles and goodwill and settlements related to revenue and the revenue accrual. Actual results could differ from those estimates. | |
Concentration of Credit Risk | Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions might be in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. HealthSun Health Plans (“HealthSun”) represented approximately 99% and 100% of the Company’s accounts receivable balance as of March 31, 2021 and December 31, 2020, respectively. HealthSun represented 83% and 95% of the Company’s revenues for the three months ended March 31, 2021 and 2020, respectively. | Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash balances with individual banking institutions might be in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company’s concentration of credit risk in accounts receivable is limited by the diversity, geography and number of patients and payers. HealthSun Health Plans (“HealthSun”) represented approximately 100% and 98% of the Company’s accounts receivable balance as of December 31, 2020 and 2019, respectively. HealthSun represented 90% and 99% of the Company’s revenues for the years ended December 31, 2020 and 2019, respectively. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of these assets approximates fair value. At times, amounts on deposit may be in excess of the Federal Deposit Insurance Corporation (FDIC) limit. | ||
Income Taxes | Income Taxes All entities of the Company are organized as limited liability companies, or LLCs. As a result, the federal and state income tax consequences of the Company’s operations are the direct responsibility of the unitholders. We record uncertain tax positions on the basis of the two-step process in ASC 740 in which we 1) determine whether it is more likely than not that the tax position will be sustained on the basis of the merits of the position and 2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. | Income Taxes All entities of the Company are organized as limited liability companies, or LLCs. As a result, the federal and state income tax consequences of the Company’s operations are the direct responsibility of the unitholders. We record uncertain tax positions on the basis of the two-step process in ASC 740 in which we 1) determine whether it is more likely than not that the tax position will be sustained on the basis of the merits of the position and 2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. | |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2018, the FASB issued ASU 2018-17, Consolidation — Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) (“ASU 2018-17”). ASU 2018-17 eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. ASU 2018-17 is effective for a public company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. All entities are required to apply the adjustments in ASU 2018-17 retrospectively with a cumulative-effect adjustment to members’ equity at the beginning of the earliest period presented. Early adoption is permitted. The Company adopted the standard on January 1, 2021 with no material effect on its combined financial statements and related disclosures. In August 2018, the FASB issued ASC 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure for Fair Value Measurement (“ASU 2018‑13”), which modifies the disclosure requirements for fair value measurements. ASU 2018‑13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company adopted the new guidance on January 1, 2020, noting no impact on its combined financial statements and related disclosures. | Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board issued Accounting Standards Update (ASU) 2014‑09, Revenue from Contracts with Customers (Topic 606) (ASU 2014‑09). ASU 2014‑09’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the organization expects to be entitled in exchange for those goods or services. ASU 2014‑09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company early adopted ASU 2014‑09 on January 1, 2018 as described herein. ASU 2014‑09 requires entities to exercise more judgment and recognize revenue using a five-step process. The Company adopted ASU 2014‑09 using the modified retrospective method for all contracts effective January 1, 2018 and is applied individually to managed care contracts as explained in Note 3, and using a portfolio approach to group contracts with similar characteristics and analyze historical cash collections trends for other revenue sources. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the combined financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of members’ equity at the date of initial application. Prior periods have not been adjusted and no cumulative-effect adjustment in members’ equity was recorded. The impact of adopting ASU 2014‑09 did not have a significant impact on the Company’s combined balance sheet or combined statement of income. The Company evaluated the nature, amount, timing and uncertainty of revenue and cash flows using the five-step process provided within ASU 2014‑09. Revenue is primarily derived through capitated premium revenue under the payor agreement described herein. In January 2017, the FASB issued ASU 2017‑01, Business Combinations, Clarifying the Definition of a Business to address acquisitions of assets being accounted for as acquisitions of businesses by acquirers. A screen of the elements of a business was presented to aid in the determination of what constitutes a business. This ASU is effective for public business entities in annual periods beginning after December 15, 2017 including interim periods within those periods. We adopted the ASU on January 1, 2018. In August 2018, the FASB issued ASC 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure for Fair Value Measurement (“ASU 2018‑13”), which modifies the disclosure requirements for fair value measurements. ASU 2018‑13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company adopted the new guidance on January 1, 2020, noting no impact on its combined financial statements and related disclosures. In January 2017, the FASB issued ASU 2017‑04, Simplifying the Test for Goodwill Impairment to eliminate Step 2 of the goodwill impairment test requiring procedures to determine the fair value of a reporting unit and assigning it to all of its assets and liabilities, which was time consuming and costly. The ASU is effective for public business entities in fiscal years beginning after December 15, 2019. We adopted the ASU on January 1, 2020 with no impact to our financial statements. In March 2020, the FASB issued ASU 2020‑04, Reference Rate Reform in response to concerns about structural risks of interbank offering rates. The amendments apply to contracts, hedging relationships and other transactions that reference LIBOR or other reference rate expected to be discontinued. Because of reference rate reform, modifications of contracts within the scope of Topics 310, Receivables and 470, Debt should be accounted for prospectively by adjusting the effective interest. Amendments in the update are effective for all entities as of March 12, 2020 through December 31, 2022. The Company has elected to apply the amendments for any contract modifications that are received for Topic 470, Debt, prospectively, effective with the interim period which begins January 1, 2020. The Company has not received any contract modifications and therefore has incurred no changes to its financial statements. | |
Deerfield Healthcare Technology Acquisitions Corp | |||
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Investments Held in Trust Account | Investments Held in Trust Account The Company's portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company's investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net interest income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. | Investments Held in the Trust Account The Company's portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company's investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of March 31, 2021 and December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $0.9 million in cash as of December 31, 2020. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company's investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. | |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 5,791,667 common stock warrants issued in connection with its Initial Public Offering (2,875,000) and Private Placement (2,916,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's unaudited condensed statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 5,791,667 common stock warrants issued in connection with its Initial Public Offering (2,875,000) and Private Placement (2,916,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. | |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. | |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders' equity. The Company's Class A common stock feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 11,628,162 and 10,697,997 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders' equity section of the Company's condensed balance sheets, respectively. | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 10,697,997 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders' equity section of the Company's balance sheet. | |
Net Income Per Share | Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Share settlement of the Company's warrants to purchase an aggregate of 5,791,667 shares of Class A common stock at a price of $11.50 was presumed for the calculation of diluted earnings per share because it is more dilutive than the cash settlement alternative. Under this assumption, the contract is settled in common shares, and the effect of the liability classification (change in fair value of derivative warrant liability is reversed as a numerator adjustment). Potentially dilutive weighted average shares of 1,071,315 are included in the denominator. The Company's unaudited condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes and available working capital allowance which resulted in $0 for the three months ended March 31, 2021. Net income per share, basic and diluted for Class B common stock, for the three months ended March 31, 2021, is calculated by dividing the net income of $9,301,650, adding back the change in the fair value of the derivative warrant liabilities of $10,894,142, for a net loss of $1,592,492, less the income attributable to Class A common stock of $0, by the weighted average number of shares of Class B common stock outstanding for the period and the potentially dilutive shares from the assuming exercise of nonredeemable warrants. | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 5,791,667 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net loss per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes and available working capital allowance which resulted in $0 for the period from May 8, 2020 (inception) to December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net loss of approximately $21,510,741, less the income attributable to Class A common stock of $0, by the weighted average number of shares of Class B common stock outstanding for the period. | |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the Company had a deferred tax asset of approximately $334,000, which had a full valuation allowance recorded against it. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (the "ASU") No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company's management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. | Recent Accounting Pronouncements The Company's management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of restatement on the balance sheets, statements of operations and statements of cash flows | Three months ended March 31, 2020 As Reported Revised Capitated Revenue $ 29,124,807 $ 25,041,525 Selling, General and Administrative Expenses $ 9,607,533 $ 5,524,251 | |
Deerfield Healthcare Technology Acquisitions Corp | ||
Schedule of restatement on the balance sheets, statements of operations and statements of cash flows | As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 144,943,445 $ — $ 144,943,445 Liabilities and stockholders’ equity Total current liabilities $ 3,756,068 $ — $ 3,756,068 Deferred underwriting commissions 4,443,250 — 4,443,250 Warrant liabilities — 24,764,148 24,764,148 Total liabilities 8,199,318 24,764,148 32,963,466 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 131,744,120 (24,764,150) 106,979,970 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A ordinary stock - $0.0001 par value 120 248 368 Class B ordinary stock - $0.0001 par value 359 — 359 Additional paid-in-capital 8,924,620 17,585,403 26,510,023 Accumulated deficit (3,925,092) (17,585,649) (21,510,741) Total stockholders’ equity 5,000,007 2 5,000,009 Total liabilities and stockholders’ equity $ 144,943,445 $ — $ 144,943,445 For the Period from May 8, 2020 (inception) through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations Loss from operations $ (4,011,654) $ — $ (4,011,654) Other (expense) income: Fair value adjustment on derivative warrant liabilities — (17,585,649) (17,585,649) Interest earned on investments held in Trust Account 86,562 — 86,562 Total other (expense) income 86,562 (17,585,649) (17,499,087) Net loss $ (3,925,092) $ (17,585,649) $ (21,510,741) Basic and Diluted weighted-average Class A ordinary shares outstanding 14,375,000 — 14,375,000 Basic and Diluted net loss per Class A share $ — — $ — Basic and Diluted weighted-average Class B ordinary shares outstanding 3,468,192 — 3,468,192 Basic and Diluted net loss per Class B share $ (1.13) — $ (6.20) For the Period from May 8, 2020 (inception) through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (3,925,092) $ (17,585,649) $ (21,510,741) Adjustment to reconcile net loss to net cash used in operating activities (86,562) 17,585,649 17,499,087 Net cash used in operating activities (455,648) — (455,648) Net cash used in investing activities (143,750,000) — (143,750,000) Net cash provided by financing activities 145,114,359 — 145,114,359 As of September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Balance Sheet Total assets $ 145,032,529 $ — $ 145,032,529 Liabilities and stockholders’ equity Total current liabilities $ 146,941 $ — $ 146,941 Deferred underwriting commissions 4,443,250 — 4,443,250 Derivative warrant liabilities — 8,360,013 8,360,013 Total liabilities 4,590,191 8,360,013 12,950,204 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 135,442,330 (8,360,010) 127,082,320 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A ordinary stock - $0.0001 par value 83 84 167 Class B ordinary stock - $0.0001 par value 359 — 359 Additional paid-in-capital 5,226,447 1,181,427 6,407,874 Accumulated deficit (226,881) (1,181,514) (1,408,395) Total stockholders’ equity 5,000,008 (3) 5,000,005 Total liabilities and stockholders’ equity $ 145,032,529 $ — $ 145,032,529 For the Three Months Ended September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (239,727) $ — $ (239,727) Other (expense) income: Fair value adjustment on derivative warrant liabilities — (1,181,514) (1,181,514) Interest earned on investments held in Trust Account 43,410 — 43,410 Total other (expense) income 43,410 (1,181,514) (1,138,104) Net loss $ (196,317) $ (1,181,514) $ (1,377,831) Basic and Diluted weighted-average Class A ordinary shares outstanding 14,375,000 14,375,000 Basic and Diluted net loss per Class A share $ $ Basic and Diluted weighted-average Class B ordinary shares outstanding 3,593,750 3,593,750 Basic and Diluted net loss per Class B share $ (0.05) $ (0.38) For the period from May 8 (inception) through September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (270,291) $ — $ (270,291) Other (expense) income: Fair value adjustment on derivative warrant liabilities — (1,181,514) (1,181,514) Interest earned on investments held in Trust Account 43,410 — 43,410 Total other (expense) income 43,410 (1,181,514) (1,138,104) Net loss $ (226,881) $ (1,181,514) $ (1,408,395) Basic and Diluted weighted-average Class A ordinary shares outstanding 14,375,000 14,375,000 Basic and Diluted net loss per Class A share $ 0.00 $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 3,593,750 3,593,750 Basic and Diluted net loss per Class B share $ (0.06) $ (0.39) For the period from May 8 (inception) through September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Cash Flows Net loss $ (226,881) $ (1,181,514) $ (1,408,395) Adjustment to reconcile net loss to net cash used in operating activities (43,410) 1,181,514 1,138,104 Net cash used in operating activities (376,769) — (376,769) Net cash used in investing activities (143,750,000) — (143,750,000) Net cash provided by financing activities 145,114,359 — 145,114,359 |
Fair Value Measurements (Tabl_2
Fair Value Measurements (Tables) - Deerfield Healthcare Technology Acquisitions Corp | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of financial assets that are measured at fair value on a recurring basis | March 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 143,836,562 $ — $ — Derivative warrant liabilities -Public Warrants $ 6,641,250 $ — $ — Derivative warrant liabilities -Private Warrants $ — $ — $ 7,228,756 December 31, 2020 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 248,988,147 $ — $ — Derivative warrant liabilities -Public Warrants $ 11,787,500 $ — $ — Derivative warrant liabilities -Private Warrants $ — $ — $ 12,976,648 | Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account U.S. Treasury Bills maturing January 21, 2021 $ 143,836,562 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 11,787,500 $ — $ — Derivative warrant liabilities - Private $ — $ — $ 12,976,648 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of December 31, 2020 As of March 31, 2021 Exercise price $ 11.50 $ 11.50 Unit price $ 10.00 $ 13.10 Volatility 25.0 % 25.0 % Probability of completing a Business Combination 78.0 % 77.2 % Expected life of the options to convert 5.42 5.17 Risk-free rate 0.42 % 0.96 % Dividend yield % % | As of As of July 21, 2020 December 31, 2020 Volatility 25.0 % 25 % Probability of completing a Business Combination 70.0 % 78 % Expected life of the options to convert 5.86 5.42 Risk-free rate 0.35 % 0.42 % Dividend yield % % |
Schedule of change in the fair value of the warrant liabilities | Derivative warrant liabilities at December 31, 2020 $ 12,976,648 Change in fair value of derivative warrant liabilities (5,747,982) Derivative warrant liabilities at March 31, 2021 $ 7,228,756 | Warrant liabilities at May 8, 2020 (inception) $ — Issuance of Public and Private Warrants 7,178,499 Change in fair value of warrant liabilities 17,585,649 Warrant liabilities at December 31, 2020 $ 24,764,148 |
Income Taxes (Tables)
Income Taxes (Tables) - Deerfield Healthcare Technology Acquisitions Corp | 8 Months Ended |
Dec. 31, 2020 | |
Schedule of components of income tax provision (benefit) | December 31, 2020 Current Federal $ State Deferred Federal (824,269) State — Valuation allowance 824,269 Income tax provision $ |
Schedule of Company's net deferred tax assets | December 31, 2020 Deferred tax assets: Start-up/Organization costs $ 815,166 Net operating loss carryforwards 9,104 Total deferred tax assets 824,269 Valuation allowance (824,269) Deferred tax asset, net of allowance $ |
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate | December 31, 2020 Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (17.2) % Change in Valuation Allowance (3.8) % Effective Tax Rate % |
Organization, Business Operat_7
Organization, Business Operations and Basis of Presentation - Financing (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | Jul. 21, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Initial Public Offering | |||
Share price | $ 10 | $ 10 | |
Offering costs | $ 3,035,641 | ||
Public Offering | |||
Initial Public Offering | |||
Number of shares issued | 14,375,000 | ||
Share price | $ 10 | ||
Proceeds from issuance of shares | $ 143,800,000 | ||
Offering costs | 7,500,000 | ||
Deferred underwriting commissions | $ 4,400,000 | ||
Private Placement | |||
Initial Public Offering | |||
Number of warrants to purchase shares issued (in shares) | 2,916,667 | 2,916,667 | 2,916,667 |
Price of warrants | $ 1.50 | ||
Proceeds from issuance of warrants | $ 4,400,000 | $ 4,400,000 | $ 4,400,000 |
Over-allotment | |||
Initial Public Offering | |||
Number of shares issued | 1,875,000 |
Organization, Business Operat_8
Organization, Business Operations and Basis of Presentation - Trust Account (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Principal deposited in Trust Account | $ 143,800,000 | $ 143,800,000 |
Obligation to redeem Percentage of Common Stock With Respect To Any Other Material Provision Relating To Stockholders' Rights Or Pre-Initial Business Combination Activity | 100.00% | 100.00% |
Redemption of common stock included in the units sold in public offering (as a percent) | 100.00% | 100.00% |
Threshold period from closing of public offering the company is obligated to complete business combination | 24 months | 24 months |
Cash equal to pro rata share calculated based on business days prior to consummation of business combination (in days) | 2 days | 2 days |
Cash equal to pro rata share calculated based on business days prior to consummation of tender offer (in days) | 2 days | 2 days |
Minimum net tangible assets upon consummation of the Company's initial Business Combination and after payment of underwriters fees and commissions | $ 5,000,001 | $ 5,000,001 |
Share price | $ 10 | $ 10 |
Maximum net interest to pay dissolution expenses | $ 500,000 | $ 500,000 |
Minimum net interest to pay dissolution expenses | $ 100,000 | $ 100,000 |
Organization, Business Operat_9
Organization, Business Operations and Basis of Presentation - Proposed Business Combination (Details) | Dec. 18, 2020USD ($)D$ / sharesshares | Jul. 16, 2020shares | Mar. 31, 2021USD ($)D$ / sharesshares | Dec. 31, 2020USD ($)D$ / sharesshares | Dec. 10, 2020 | Aug. 14, 2020 | Jul. 30, 2020 |
Business Acquisition [Line Items] | |||||||
Percentage of controlling financial interest acquired | 100.00% | 100.00% | 100.00% | ||||
Reference price (in dollars per share) | $ / shares | $ 10 | ||||||
Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Minimum net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||
Price per share | $ / shares | $ 10 | $ 10 | |||||
Class A common stock | Second Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout period (in months) | 24 months | 24 months | |||||
CareMax | Class A common stock | First Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout shares, Share Price Trigger | $ / shares | $ 12.50 | $ 12.50 | |||||
Proposed Business Combination | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Maximum amount of cash available to the Company in the aggregate, including amounts held in the Trust Account | $ 50,000,000 | $ 50,000,000 | |||||
Minimum net tangible assets | 5,000,001 | ||||||
Minimum net tangible assets | 5,000,001 | ||||||
Proposed Business Combination | CareMax | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of controlling financial interest acquired | 100.00% | ||||||
Cash consideration, Base amount used for calculation | $ 364,000,000 | ||||||
Cash consideration, multiplying factor used for determination (as a percent) | 68.00% | ||||||
Adjustment Escrow Amounts | $ 500,000 | $ 500,000 | |||||
Adjustment Escrow Amounts in cash (as a percent) | 68.00% | 68.00% | |||||
Proposed Business Combination | CareMax | First Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout shares issuable (in shares) | shares | 1,750,000 | 1,750,000 | |||||
Proposed Business Combination | CareMax | Second Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout shares issuable (in shares) | shares | 1,750,000 | 1,750,000 | |||||
Proposed Business Combination | CareMax | Class A common stock | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Consideration in shares, Base amount used for calculation | $ 364,000,000 | ||||||
Consideration in shares, multiplying factor used for determination (as a percent) | 32.00% | ||||||
Reference price (in dollars per share) | $ / shares | $ 10 | ||||||
Adjustment Escrow Amounts in shares (as a percent) | 32.00% | 32.00% | |||||
Authorized earnout shares (in shares) | shares | 3,500,000 | 3,500,000 | |||||
Proposed Business Combination | CareMax | Class A common stock | Second Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout shares, Share Price Trigger | $ / shares | $ 15 | $ 15 | |||||
Proposed Business Combination | CareMax | Class A common stock | If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued (in share) | shares | 3,500,000 | 3,500,000 | |||||
Proposed Business Combination | IMC | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of controlling financial interest acquired | 100.00% | ||||||
Cash consideration, Base amount used for calculation | $ 250,000,000 | ||||||
Cash consideration, multiplying factor used for determination (as a percent) | 45.00% | ||||||
Adjustment Escrow Amounts | $ 1,000,000 | $ 1,000,000 | |||||
Adjustment Escrow Amounts in cash (as a percent) | 45.00% | 45.00% | |||||
Proposed Business Combination | IMC | First Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout shares issuable (in shares) | shares | 1,450,000 | 1,450,000 | |||||
Proposed Business Combination | IMC | Second Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout shares issuable (in shares) | shares | 1,450,000 | 1,450,000 | |||||
Proposed Business Combination | IMC | Class A common stock | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Consideration in shares, Base amount used for calculation | $ 250,000,000 | ||||||
Consideration in shares, multiplying factor used for determination (as a percent) | 55.00% | ||||||
Reference price (in dollars per share) | $ / shares | $ 10 | ||||||
Adjustment Escrow Amounts in shares (as a percent) | 55.00% | 55.00% | |||||
Authorized earnout shares (in shares) | shares | 2,900,000 | 2,900,000 | |||||
Earnout period (in months) | 12 months | 12 months | |||||
Proposed Business Combination | IMC | Class A common stock | First Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout shares, Share Price Trigger | $ / shares | $ 12.50 | $ 12.50 | |||||
Earnout shares, threshold trading days | D | 20 | 20 | |||||
Earnout shares, threshold trading period | 30 days | 30 days | |||||
Proposed Business Combination | IMC | Class A common stock | Second Earnout Period | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Earnout shares, Share Price Trigger | $ / shares | $ 15 | $ 15 | |||||
Earnout shares, threshold trading days | D | 20 | 20 | |||||
Earnout shares, threshold trading period | 30 days | 30 days | |||||
Proposed Business Combination | IMC | Class A common stock | If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued (in share) | shares | 2,900,000 | 2,900,000 | |||||
Lock-up Agreement | Class A common stock | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Lock-up period, one | 6 months | ||||||
Lock-up period, two | 9 months | ||||||
Lock-up period, three | 12 months | ||||||
Share price trigger to not transfer the Company's common stock | $ / shares | $ 12.50 | ||||||
Threshold trading day period to not transfer the Company's common stock | 30 days | ||||||
Threshold Minimum Calendar Days after Closing Of Business Combination To Not Transfer Company's Common Stock | D | 150 | ||||||
Subscription Agreements | Class A common stock | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares agreed to be issued | shares | 30,500,000 | ||||||
Price per share | $ / shares | $ 10 | ||||||
Aggregate purchase price | $ 305,000,000 | ||||||
Deerfield Subscription Agreements | Class A common stock | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares agreed to be issued | shares | 10,000,000 | ||||||
Price per share | $ / shares | $ 10 | ||||||
Aggregate purchase price | $ 100,000,000 | ||||||
Consent and Waiver Letter | Class A common stock | Minimum | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued upon conversion of Class B Common Stock | shares | 1 |
Organization, Business Opera_10
Organization, Business Operations and Basis of Presentation - Liquidity (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating bank account | $ 6,434,884 | $ 4,934,426 | $ 4,437,704 | ||
Deerfield Healthcare Technology Acquisitions Corp | |||||
Operating bank account | 390,000 | 900,000 | |||
Working capital deficit | 4,300,000 | 2,600,000 | |||
Tax obligations | 49,365 | 129,913 | |||
Interest income from investments held in Trust Account | 19,686 | $ 43,410 | $ 43,410 | 86,562 | |
Contribution from sponsor | 25,000 | 25,000 | |||
Note from sponsor | 200,000 | 200,000 | |||
Working Capital Loans | Deerfield Healthcare Technology Acquisitions Corp | |||||
Amounts outstanding under any Working Capital Loan | $ 0 | $ 0 | |||
Price of warrants (in dollars per share) | $ 1.50 | $ 1.50 | |||
Maximum | Working Capital Loans | Deerfield Healthcare Technology Acquisitions Corp | |||||
Loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | |||
Amounts outstanding under any Working Capital Loan | $ 1,500,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Deerfield Healthcare Technology Acquisitions Corp - $ / shares | Jul. 21, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Public Offering | |||
Class of Warrant or Right [Line Items] | |||
Number of shares issued | 14,375,000 | ||
Number of shares in a unit | 1 | ||
Common shares, par value (in dollars per share) | $ 0.0001 | ||
Number of warrants in a unit | 0.2 | ||
Public warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants expiration term (in years) | 5 years | 5 years | 5 years |
Public warrants | Public Offering | |||
Class of Warrant or Right [Line Items] | |||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Balance Sheet (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | May 31, 2020 | May 07, 2020 | Dec. 31, 2019 |
COMBINED BALANCE SHEETS | |||||||
Total Assets | $ 40,971,027 | $ 38,503,148 | $ 24,330,974 | ||||
Liabilities and Stockholders' Equity: | |||||||
Total Current Liabilities | 6,044,386 | 5,451,883 | 3,337,201 | ||||
Total Liabilities | 32,942,672 | 31,776,489 | 19,384,909 | ||||
Stockholders' equity | |||||||
Total Liabilities and Members' Equity | 40,971,027 | 38,503,148 | $ 24,330,974 | ||||
Deerfield Healthcare Technology Acquisitions Corp | |||||||
COMBINED BALANCE SHEETS | |||||||
Total Assets | 144,455,896 | 144,943,445 | $ 145,032,529 | ||||
Liabilities and Stockholders' Equity: | |||||||
Total Current Liabilities | 4,861,011 | 3,756,068 | 146,941 | ||||
Deferred underwriting commissions | 4,443,250 | 4,443,250 | 4,443,250 | ||||
Derivative warrant liabilities | 13,870,006 | 24,764,148 | 8,360,013 | ||||
Total Liabilities | 23,174,267 | 32,963,466 | 12,950,204 | ||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 116,281,625 | 106,979,970 | |||||
Stockholders' equity | |||||||
Preferred stock- $0.0001 par value | |||||||
Additional paid-in capital | 17,208,460 | 26,510,023 | 6,407,874 | ||||
Accumulated deficit | (12,209,091) | (21,510,741) | (1,408,395) | ||||
Total stockholders' equity | 5,000,004 | 5,000,009 | 5,000,005 | $ 0 | |||
Total Liabilities and Members' Equity | $ 144,455,896 | $ 144,943,445 | $ 145,032,529 | ||||
Common stock subject to possible redemption, par value | $ 0.0001 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Restatement of warrants as derivative liabilities | Previously Reported [Member] | Deerfield Healthcare Technology Acquisitions Corp | |||||||
COMBINED BALANCE SHEETS | |||||||
Total Assets | $ 144,943,445 | $ 145,032,529 | |||||
Liabilities and Stockholders' Equity: | |||||||
Total Current Liabilities | 3,756,068 | 146,941 | |||||
Deferred underwriting commissions | 4,443,250 | 4,443,250 | |||||
Total Liabilities | 8,199,318 | 4,590,191 | |||||
Stockholders' equity | |||||||
Preferred stock- $0.0001 par value | |||||||
Additional paid-in capital | 8,924,620 | 5,226,447 | |||||
Accumulated deficit | (3,925,092) | (226,881) | |||||
Total stockholders' equity | 5,000,007 | 5,000,008 | |||||
Total Liabilities and Members' Equity | 144,943,445 | 145,032,529 | |||||
Restatement of warrants as derivative liabilities | Revision of Prior Period, Error Correction, Adjustment [Member] | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Liabilities and Stockholders' Equity: | |||||||
Derivative warrant liabilities | 24,764,148 | 8,360,013 | |||||
Total Liabilities | 24,764,148 | 8,360,013 | |||||
Stockholders' equity | |||||||
Preferred stock- $0.0001 par value | |||||||
Additional paid-in capital | 17,585,403 | 1,181,427 | |||||
Accumulated deficit | (17,585,649) | (1,181,514) | |||||
Total stockholders' equity | 2 | (3) | |||||
Class A common stock | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Stockholders' equity | |||||||
Ordinary stock, value | $ 276 | $ 368 | $ 167 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class A common stock | Restatement of warrants as derivative liabilities | Previously Reported [Member] | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Stockholders' equity | |||||||
Ordinary stock, value | $ 120 | $ 83 | |||||
Class A common stock | Restatement of warrants as derivative liabilities | Revision of Prior Period, Error Correction, Adjustment [Member] | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Stockholders' equity | |||||||
Ordinary stock, value | 248 | 84 | |||||
Class A common stock subject to possible redemption | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Liabilities and Stockholders' Equity: | |||||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | $ 106,979,970 | 127,082,320 | |||||
Stockholders' equity | |||||||
Common stock subject to possible redemption, par value | $ 0.0001 | $ 0.0001 | |||||
Class A common stock subject to possible redemption | Restatement of warrants as derivative liabilities | Previously Reported [Member] | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Liabilities and Stockholders' Equity: | |||||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | $ 131,744,120 | 135,442,330 | |||||
Class A common stock subject to possible redemption | Restatement of warrants as derivative liabilities | Revision of Prior Period, Error Correction, Adjustment [Member] | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Liabilities and Stockholders' Equity: | |||||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | (24,764,150) | (8,360,010) | |||||
Class B common stock | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Stockholders' equity | |||||||
Ordinary stock, value | $ 359 | $ 359 | $ 359 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Class B common stock | Restatement of warrants as derivative liabilities | Previously Reported [Member] | Deerfield Healthcare Technology Acquisitions Corp | |||||||
Stockholders' equity | |||||||
Ordinary stock, value | $ 359 | $ 359 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Statement of Operations (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Statement of Operations | ||||
Loss from operations | $ (1,612,178) | $ (239,727) | $ (270,291) | $ (4,011,654) |
Other (expense) income: | ||||
Fair value adjustment on derivative warrant liabilities | 10,894,142 | (1,181,514) | (1,181,514) | (17,585,649) |
Interest earned on investments held in Trust Account | 19,686 | 43,410 | 43,410 | 86,562 |
Total other (expense) income | (1,138,104) | (1,138,104) | (17,499,087) | |
Net income | 9,301,650 | (1,377,831) | (1,408,395) | (21,510,741) |
Restatement of warrants as derivative liabilities | Previously Reported [Member] | ||||
Statement of Operations | ||||
Loss from operations | (239,727) | (270,291) | (4,011,654) | |
Other (expense) income: | ||||
Interest earned on investments held in Trust Account | 43,410 | 43,410 | 86,562 | |
Total other (expense) income | 43,410 | 43,410 | 86,562 | |
Net income | (196,317) | (226,881) | (3,925,092) | |
Restatement of warrants as derivative liabilities | Revision of Prior Period, Error Correction, Adjustment [Member] | ||||
Other (expense) income: | ||||
Fair value adjustment on derivative warrant liabilities | (1,181,514) | (1,181,514) | (17,585,649) | |
Total other (expense) income | (1,181,514) | (1,181,514) | (17,585,649) | |
Net income | $ (1,181,514) | $ (1,181,514) | (17,585,649) | |
Class A common stock | ||||
Other (expense) income: | ||||
Net income | $ 0 | $ 0 | ||
Basic and Diluted weighted-average ordinary shares outstanding | 14,375,000 | 14,375,000 | 14,375,000 | 14,375,000 |
Basic and Diluted net loss per share | $ 0 | $ 0 | $ 0 | $ 0 |
Class A common stock | Restatement of warrants as derivative liabilities | Previously Reported [Member] | ||||
Other (expense) income: | ||||
Basic and Diluted weighted-average ordinary shares outstanding | 14,375,000 | 14,375,000 | 14,375,000 | |
Basic and Diluted net loss per share | $ 0 | $ 0 | ||
Class B common stock | ||||
Other (expense) income: | ||||
Net income | $ 9,301,650 | $ 21,510,741 | ||
Basic and Diluted weighted-average ordinary shares outstanding | 3,593,750 | 3,593,750 | 3,468,192 | |
Basic and Diluted net loss per share | $ (0.38) | $ (0.39) | $ (6.20) | |
Class B common stock | Restatement of warrants as derivative liabilities | Previously Reported [Member] | ||||
Other (expense) income: | ||||
Basic and Diluted weighted-average ordinary shares outstanding | 3,593,750 | 3,593,750 | 3,468,192 | |
Basic and Diluted net loss per share | $ (0.05) | $ (0.06) | $ (1.13) |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements - Statement of Cash Flows (Details) - USD ($) | Jul. 21, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net cash used in operating activities | $ 3,371,923 | $ 1,366,226 | $ 5,316,484 | $ 7,015,174 | ||||
Net cash used in investing activities | (1,690,195) | (1,604,508) | (6,613,051) | (11,226,655) | ||||
Net cash provided by financing activities | (181,270) | $ 2,469,587 | $ 1,793,289 | $ 8,367,193 | ||||
Deerfield Healthcare Technology Acquisitions Corp | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net income | 9,301,650 | $ (1,377,831) | $ (1,408,395) | $ (21,510,741) | ||||
Adjustment to reconcile net loss to net cash used in operating activities | 1,138,104 | 17,499,087 | ||||||
Net cash used in operating activities | $ (518,689) | (376,769) | (455,648) | |||||
Net cash used in investing activities | (143,750,000) | (143,750,000) | ||||||
Net cash provided by financing activities | 145,114,359 | 145,114,359 | ||||||
Public and private warrants as liabilities at fair value | $ 7,200,000 | |||||||
Restatement of warrants as derivative liabilities | Previously Reported [Member] | Deerfield Healthcare Technology Acquisitions Corp | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net income | (196,317) | (226,881) | (3,925,092) | |||||
Adjustment to reconcile net loss to net cash used in operating activities | (43,410) | (86,562) | ||||||
Net cash used in operating activities | (376,769) | (455,648) | ||||||
Net cash used in investing activities | (143,750,000) | (143,750,000) | ||||||
Net cash provided by financing activities | 145,114,359 | 145,114,359 | ||||||
Restatement of warrants as derivative liabilities | Revision of Prior Period, Error Correction, Adjustment [Member] | Deerfield Healthcare Technology Acquisitions Corp | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net income | $ (1,181,514) | (1,181,514) | (17,585,649) | |||||
Adjustment to reconcile net loss to net cash used in operating activities | $ 1,181,514 | $ 17,585,649 |
Summary of Significant Accou_23
Summary of Significant Accounting Policies - Concentration of Credit Risk, Cash and Cash Equivalents, Deferred Offering Costs Associated with the Initial Public Offering (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Line Items] | ||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 |
Cash equivalents | 900,000 | |
Cash equivalents held in the Trust Account | $ 0 | $ 0 |
Shares settlement of warrants to purchase | 5,791,667 | |
Class A common stock | ||
Summary of Significant Accounting Policies [Line Items] | ||
Common stock subject to possible redemption, shares | 10,697,997 | |
Class A common stock subject to possible redemption | ||
Summary of Significant Accounting Policies [Line Items] | ||
Common stock subject to possible redemption, shares | 11,628,162 | 10,697,997 |
U.S. Treasury Securities | ||
Summary of Significant Accounting Policies [Line Items] | ||
Maximum maturity term of investments | 185 days | 185 days |
Summary of Significant Accou_24
Summary of Significant Accounting Policies - Derivative Warrant Liabilities (Details) - Deerfield Healthcare Technology Acquisitions Corp - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Redeemable warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 5,791,667 | 5,791,667 |
Public warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 2,875,000 | 2,875,000 |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 2,916,667 | 2,916,667 |
Summary of Significant Accou_25
Summary of Significant Accounting Policies - Net Loss Per Share (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Net Loss Per Share | ||||
Shares settlement of warrants to purchase | 5,791,667 | |||
Price per share | $ 10 | $ 10 | ||
Potentially dilutive weighted average share | 1,071,315 | 5,791,667 | ||
Net Income (Loss) | $ 9,301,650 | $ (1,377,831) | $ (1,408,395) | $ (21,510,741) |
Fair value adjustment on derivative warrant liabilities | $ 10,894,142 | $ (1,181,514) | $ (1,181,514) | (17,585,649) |
Common Stock | ||||
Net Loss Per Share | ||||
Price per share | $ 11.50 | |||
Class A common stock | ||||
Net Loss Per Share | ||||
Net Income (Loss) | $ 0 | 0 | ||
Class B common stock | ||||
Net Loss Per Share | ||||
Net Income (Loss) | 9,301,650 | $ 21,510,741 | ||
Net loss after distributed earnings | $ 0 |
Summary of Significant Accou_26
Summary of Significant Accounting Policies - Income Taxes (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deferred tax asset | $ 334,000 | $ 0 |
Unrecognized tax benefits | 0 | 0 |
Amounts accrued for the payment of interest and penalties | 0 | 0 |
Income tax expense | $ 0 | $ 0 |
Effective tax rate | 0.00% | 0.00% |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | Jul. 21, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | May 31, 2020 |
Initial Public Offering | ||||||
Price per share | $ 10 | $ 10 | ||||
Offering costs | $ 3,035,641 | |||||
Class A common stock | ||||||
Initial Public Offering | ||||||
Number of shares in a unit | 1 | 1 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of warrants in a unit | 0.20 | 0.20 | ||||
Number of shares issuable per warrant | 1 | 1 | ||||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | ||||
Public Offering | ||||||
Initial Public Offering | ||||||
Sale of units in initial public offering, gross (in shares) | 14,375,000 | |||||
Price per share | $ 10 | |||||
Proceeds from issuance of shares | $ 143,800,000 | |||||
Offering costs | 7,500,000 | |||||
Deferred underwriting commissions in connection with the initial public offering | $ 4,400,000 | |||||
Number of shares in a unit | 1 | |||||
Common stock, par value | $ 0.0001 | |||||
Number of warrants in a unit | 0.2 | |||||
Public Offering | Deerfield Funds | ||||||
Initial Public Offering | ||||||
Sale of units in initial public offering, gross (in shares) | 3,360,000 | 3,360,000 | ||||
Over-allotment | ||||||
Initial Public Offering | ||||||
Sale of units in initial public offering, gross (in shares) | 1,875,000 |
Related Party Transactions - _2
Related Party Transactions - Founder Shares (Details) - Deerfield Healthcare Technology Acquisitions Corp | Jul. 21, 2020shares | Jun. 25, 2020shares | May 22, 2020USD ($)$ / sharesshares | Jun. 30, 2020shares | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Related Party Transactions | ||||||
Capital contribution | $ | $ 25,000 | |||||
Percentage owned by initial stockholders after the IPO | 20.00% | |||||
Class B common stock | ||||||
Related Party Transactions | ||||||
Total number of shares after stock split (in shares) | 3,593,750 | 3,593,750 | ||||
Number of shares subject to forfeiture (in shares) | 468,750 | 468,750 | 468,750 | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | 20 days | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | ||||
Class B common stock | Sponsor | ||||||
Related Party Transactions | ||||||
Number of shares issued (in shares) | 2,875,000 | |||||
Capital contribution | $ | $ 25,000 | |||||
Capital contribution (in dollars per share) | $ / shares | $ 0.009 | |||||
Stock split | 1.25 | |||||
Number of shares held (in shares) | 3,368,750 | |||||
Number of shares held after stock split (in shares) | 3,593,750 | |||||
Class B common stock | Sponsor | Steven Hochberg | ||||||
Related Party Transactions | ||||||
Number of shares transferred (in shares) | 50,000 | |||||
Class B common stock | Sponsor | Christopher Wolfe | ||||||
Related Party Transactions | ||||||
Number of shares transferred (in shares) | 50,000 | |||||
Class B common stock | Sponsor | Richard Barasch | ||||||
Related Party Transactions | ||||||
Number of shares transferred (in shares) | 50,000 | |||||
Class B common stock | Sponsor | Dr. Peter J. Fitzgerald | ||||||
Related Party Transactions | ||||||
Number of shares transferred (in shares) | 25,000 | |||||
Class B common stock | Sponsor | Dr. Linda Grais | ||||||
Related Party Transactions | ||||||
Number of shares transferred (in shares) | 25,000 | |||||
Class B common stock | Sponsor | Hon. Dr. David J. Shulkin | ||||||
Related Party Transactions | ||||||
Number of shares transferred (in shares) | 25,000 |
Related Party Transactions - _3
Related Party Transactions - Private Placement Warrants (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) $ / shares in Units, $ in Millions | Jul. 21, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Class A common stock | |||
Related Party Transactions | |||
Number of shares issuable per warrant (in shares) | 1 | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | |
Private Placement | |||
Related Party Transactions | |||
Number of warrants to purchase shares issued (in shares) | 2,916,667 | 2,916,667 | 2,916,667 |
Price of warrants (in dollars per share) | $ 1.50 | $ 1.50 | |
Proceeds from issuance of warrants | $ 4.4 | $ 4.4 | $ 4.4 |
Private Placement | Class A common stock | |||
Related Party Transactions | |||
Number of shares issuable per warrant (in shares) | 1 | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 |
Related Party Transactions - _4
Related Party Transactions - Other Transactions (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | May 22, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 |
Related Party Transactions | ||||
Proceeds from note payable to related party | $ 200,000 | |||
Total expenses incurred | $ 52,500 | 105,000 | ||
Sponsor Loans | ||||
Related Party Transactions | ||||
Proceeds from note payable to related party | 200,000 | 200,000 | ||
Sponsor Loans | Maximum | ||||
Related Party Transactions | ||||
Amounts of transaction | $ 200,000 | |||
Administrative Services Agreement | ||||
Related Party Transactions | ||||
Expenses per month | 10,000 | 10,000 | ||
Total expenses incurred | 30,000 | 60,000 | ||
Amounts due | 0 | $ 0 | ||
Wolfe Strategic Services Agreement | ||||
Related Party Transactions | ||||
Expenses per month | 7,500 | 7,500 | ||
Total expenses incurred | 22,500 | |||
Amounts due | 45,000 | 0 | 0 | |
Working Capital Loans | ||||
Related Party Transactions | ||||
Proceeds from note payable to related party | $ 0 | $ 0 | $ 0 | |
Price of warrants (in dollars per share) | $ 1.50 | $ 1.50 | $ 1.50 | |
Working Capital Loans | Maximum | ||||
Related Party Transactions | ||||
Loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | Jul. 21, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Commitments and Contingencies | ||||
Underwriting discount (as a percent) | 2.00% | 2.00% | ||
Underwriting discount paid | $ 2,500,000 | $ 2,500,000 | ||
Deferred underwriting fees (as a percent) | 3.50% | 3.50% | ||
Deferred underwriting fees | $ 4,443,250 | $ 4,443,250 | $ 4,443,250 | |
Underwriting Discount Per Unit | $ 0.10 | $ 0.10 | ||
Deferred underwriting commissions per unit (in dollars per share) | $ 0.175 | $ 0.175 | ||
Over-allotment | ||||
Commitments and Contingencies | ||||
Overallotment option period | 45 days | |||
Units Issued During Period, Shares, New Issues | 1,875,000 |
Derivative Warrant Liabilitie_3
Derivative Warrant Liabilities (Details) - Deerfield Healthcare Technology Acquisitions Corp | 3 Months Ended | 8 Months Ended | 12 Months Ended | |
Mar. 31, 2021D$ / sharesshares | Dec. 31, 2020D$ / sharesshares | Dec. 31, 2020$ / sharesshares | Jul. 21, 2020 | |
Warrants | ||||
Price per share | $ 10 | $ 10 | $ 10 | |
Public warrants | ||||
Warrants | ||||
Number of warrants, outstanding | shares | 2,875,000 | 2,875,000 | 2,875,000 | |
Public Warrants exercisable term after the completion of a business combination | 30 days | 30 days | ||
Public Warrants exercisable term from the closing of the public offering | 12 months | 12 months | ||
Threshold maximum period for filing registration statement after business combination | 15 days | 15 days | ||
Public Warrants expiration term | 5 years | 5 years | 5 years | 5 years |
Issue price per share | $ 9.20 | $ 9.20 | ||
Percentage of gross proceeds on total equity proceeds | 60.00% | 60.00% | ||
Trading days determining volume weighted average price | 20 days | 20 days | ||
Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% | 115.00% | ||
Price per share | $ 11.50 | $ 11.50 | $ 11.50 | |
Number of trading days on which fair market value of shares is reported | D | 10 | 10 | ||
Public warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | ||||
Warrants | ||||
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | 30 days | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | $ 18 | ||
Public warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | ||||
Warrants | ||||
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | 30 days | ||
Threshold business days before sending notice of redemption to warrant holders | 3 days | |||
Adjustment of redemption price of stock based on market value (as a percent) | 180.00% | 180.00% | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | $ 10 | ||
Private Placement Warrants | ||||
Warrants | ||||
Number of warrants, outstanding | shares | 2,916,667 | 2,916,667 | 2,916,667 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days |
Stockholders' Equity - Common_2
Stockholders' Equity - Common Stock (Details) - Deerfield Healthcare Technology Acquisitions Corp | Jul. 21, 2020shares | Jun. 25, 2020shares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / shares | Jun. 30, 2020$ / shares | May 31, 2020$ / shares |
Common Stock | |||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ | $ 116,281,625 | $ 106,979,970 | |||||
Class A common stock | |||||||
Common Stock | |||||||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Outstanding | 2,746,838 | 3,677,003 | |||||
Common shares, outstanding including shares subject to possible redemption | 14,375,000 | 14,375,000 | |||||
Common stock, shares subject to possible redemption | 13,174,412 | ||||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | 20.00% | |||||
Class A common stock subject to possible redemption | |||||||
Common Stock | |||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ | $ 106,979,970 | $ 127,082,320 | |||||
Class B common stock | |||||||
Common Stock | |||||||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares, Outstanding | 3,593,750 | 3,593,750 | |||||
Common shares, votes per share | $ / shares | $ 1 | $ 1 | |||||
Number of shares subject to forfeiture (in shares) | 468,750 | 468,750 | 468,750 | ||||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | 1 | |||||
Class B common stock | Sponsor | |||||||
Common Stock | |||||||
Common shares, shares authorized (in shares) | 3,593,750 | ||||||
Common Stock, Shares, Outstanding | 3,593,750 | ||||||
Stock split | 1.25 |
Stockholders' Equity - Prefer_2
Stockholders' Equity - Preferred Stock (Details) - Deerfield Healthcare Technology Acquisitions Corp - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | |
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | |
Preferred shares, shares outstanding | 0 | 0 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Liabilities: | |||
Derivative warrant liabilities | $ 13,870,006 | $ 24,764,148 | $ 8,360,013 |
Measured on a recurring basis | |||
Liabilities: | |||
Fair value assets level 1 to level 2 transfers | 0 | ||
Fair value assets level 2 to level 1 transfers | 0 | ||
Fair value assets transferred into (out of) level 3 | 0 | ||
Measured on a recurring basis | Level 1 | |||
Assets: | |||
Assets held in Trust Account | 143,836,562 | ||
Measured on a recurring basis | Level 1 | Public warrants | |||
Liabilities: | |||
Derivative warrant liabilities | 6,641,250 | 11,787,500 | |
Measured on a recurring basis | Significant Other Unobservable Inputs (Level 3) | Private placement warrants | |||
Liabilities: | |||
Derivative warrant liabilities | $ 7,228,756 | 12,976,648 | |
Measured on a recurring basis | Significant Other Unobservable Inputs (Level 3) | Private Placement Warrants | |||
Liabilities: | |||
Derivative warrant liabilities | $ 12,976,648 |
Fair Value Measurements - Lev_2
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Significant Other Unobservable Inputs (Level 3) - Deerfield Healthcare Technology Acquisitions Corp | Mar. 31, 2021Y | Dec. 31, 2020Y | Jul. 21, 2020Y |
Exercise price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 11.50 | 11.50 | |
Unit price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 13.10 | 10 | |
Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 25 | 25 | 25 |
Probability of completing a Business Combination | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 77.2 | 78 | 70 |
Expected life of the options to convert | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 5.17 | 5.42 | 5.86 |
Risk-free rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.96 | 0.42 | 0.35 |
Dividend yield | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0 | 0 | 0 |
Fair Value Measurements - Cha_2
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | Jul. 21, 2020 | Dec. 31, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Issuance of Public and Private Warrants | $ 7,200,000 | |
Significant Other Unobservable Inputs (Level 3) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative warrant liabilities at December 31, 2020 | ||
Issuance of Public and Private Warrants | $ 7,178,499 | |
Change in fair value of derivative warrant liabilities | 17,585,649 | |
Derivative warrant liabilities at March 31, 2021 | $ 24,764,148 |
Income Taxes - Components of in
Income Taxes - Components of income tax provision (benefit) (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Current | ||
Federal | $ 0 | |
State | 0 | |
Deferred | ||
Federal | (824,269) | |
Valuation allowance | 824,269 | |
Income tax provision | $ 0 | $ 0 |
Income Taxes - Company's net de
Income Taxes - Company's net deferred tax assets (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Start-up/Organization costs | $ 815,166 | |
Net operating loss carryforwards | 9,104 | |
Total deferred tax assets | 824,269 | |
Valuation allowance | (824,269) | |
Deferred tax asset, net of allowance | $ 334,000 | $ 0 |
Income Taxes - Effective tax ra
Income Taxes - Effective tax rate reconciliation (Details) - Deerfield Healthcare Technology Acquisitions Corp | 3 Months Ended | 8 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Statutory Federal income tax rate | 21.00% | |
Change in fair value of derivative warrant liabilities | (17.20%) | |
Change in Valuation Allowance | (3.80%) | |
Effective Tax Rate | 0.00% | 0.00% |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - Deerfield Healthcare Technology Acquisitions Corp - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Unrecognized tax benefits | $ 0 | $ 0 |
Amounts accrued for the payment of interest and penalties | $ 0 | $ 0 |