Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2022 | |
Document Information [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Entity Registrant Name | CareMax, Inc. |
Entity Central Index Key | 0001813914 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | Pursuant to Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”), the company filed a prospectus as part of its Registration Statement on Form S-1 (File No. 333-264654), filed with the Securities and Exchange Commission on May 4, 2022 (the “Registration Statement”) as a combined prospectus (the “Combined Prospectus”) with respect to (a) certain securities previously registered under the registration statement on Form S-1 (Registration No. 333-257574) filed by CareMax, Inc. (“CareMax”, the “Company”, “we” or “us”), a Delaware corporation, with the Securities and Exchange Commission (the “SEC”) on June 30, 2021 and declared effective by the SEC on July 15, 2021 (the “Prior Registration Statement”), which remain unsold, including up to (i) 60,221,530 shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), which consisted of (A) an aggregate of 10,000,000 shares of Class A Common Stock (the “Deerfield PIPE Investments”) purchased by Deerfield Partners, L.P. (“Deerfield Partners”) and DFHTA Sponsor LLC (the “Sponsor”) in connection with the Closing (as defined below) on June 8, 2021 (the “Closing Date”), (B) 18,635,073 shares of Class A Common Stock purchased by certain investors at the Closing, (C) 3,593,750 shares of Class A Common Stock that were converted into shares of Class A Common Stock from shares of Class B common stock, par value $0.0001 per share, on a one-for-one basis at the Closing, (D) 21,208,092 shares of Class A Common Stock issued as consideration for the Business Combination (as defined below) at Closing, (E) up to 3,200,000 Earnout Shares (as defined below) that may be issued in the form of Class A Common Stock pursuant to the earnout provisions in the Business Combination Agreement (as defined below), (F) 3,200,000 shares of Class A Common Stock issued pursuant to the earnout provisions in the Business Combination Agreement and (G) 384,615 shares of Class A Common Stock issued in the SMA Transaction (as defined below) and (ii) 2,916,667 warrants (the “Private Warrants”) originally issued in a private placement to the Sponsor in connection with our initial public offering, which closed on July 21, 2020 (the “IPO”); and (b) the resale of 3,360,000 shares of Class A Common Stock purchased by Deerfield Partners as a part of units in the IPO, which resale is newly registered hereunder. In addition, the Combined Prospectus also includes the offer and sale of up to (i) 2,916,667 shares of Class A Common Stock issuable upon the exercise of the Private Warrants and (ii) 2,875,000 shares of Class A Common Stock that are issuable by us upon the exercise of 2,875,000 warrants originally issued as part of units in the IPO at an exercise price of $11.50 per share of Class A Common Stock (the “Public Warrants” and together with the Private Warrants, the “Warrants”), all of which were registered under the Prior Registration Statement. We are filing this Amendment No. 1 to the Registration Statement to (i) include the Company’s unaudited financial statements as of and for the three months ended March 31, 2022 and 2021; and (ii) amend the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Company’s financial statements and notes related thereto, in each case, solely to make appropriate changes to reflect the update described in clause (i) and the effects of related matters. Pursuant to Rule 429, this registration statement constitutes Post-Effective Amendment No. 1 to the Prior Registration Statement (Registration No. 333-257574) with respect to the offering of such unsold shares thereunder, which is not currently being terminated by the registrant. No other changes shall be deemed to be made to the Prior Registration Statement other than with respect to the specific shares being sold hereunder. Such post-effective amendment will become effective concurrently with the effectiveness of this registration statement in accordance with Section 8(a) of the Securities Act. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | |||
Cash | $ 32,740 | $ 47,917 | $ 4,934 |
Accounts receivable, net | 53,581 | 41,998 | 9,395 |
Inventory | 702 | 550 | 15 |
Prepaid expenses | 20,045 | 17,040 | 183 |
Risk settlements due from providers | 655 | 539 | 80 |
Due from related parties | 0 | 274 | |
Total Current Assets | 107,723 | 108,044 | 14,881 |
Property and equipment, net | 16,895 | 15,993 | 4,796 |
Goodwill | 464,264 | 464,566 | 10,068 |
Intangible assets, net | 55,604 | 59,811 | 8,575 |
Deferred debt issuance costs | 1,860 | 1,972 | 0 |
Other assets | 2,738 | 2,706 | 183 |
Total Assets | 649,085 | 653,092 | 38,503 |
CURRENT LIABILITIES | |||
Accounts payable | 5,165 | 3,110 | 1,044 |
Accrued expenses | 8,686 | 2,572 | |
Accrued expenses | 12,365 | 8,690 | |
Accrued interest payable | 4 | 149 | |
Risk settlements due to providers | 228 | 196 | 643 |
Current portion of long-term debt | 6,272 | 6,275 | 1,004 |
Due to related parties | 0 | 39 | |
Other current liabilities | 4,107 | 3,687 | 0 |
Total Current Liabilities | 28,137 | 21,959 | 5,451 |
Derivative warrant liabilities | 11,911 | 8,375 | 0 |
Long-term debt, less current portion | 109,660 | 110,960 | 26,325 |
Other liabilities | 7,186 | 6,428 | 0 |
Total Liabilities | 156,895 | 147,722 | 31,776 |
COMMITMENTS AND CONTINGENCIES | |||
STOCKHOLDERS'/MEMBER'S EQUITY | |||
Preferred stock (1,000,000 authorized and zero outstanding as of March 31, 2022 and December 31, 2021) | 0 | 0 | |
Class A common stock ($0.0001 par value; 250,000,000 shares authorized; 87,367,972 shares issued and outstanding at December 31, 2021) | 9 | 9 | 0 |
Additional paid-in-capital | 508,945 | 505,327 | 0 |
Retained earnings | (16,763) | 33 | 0 |
Member units (no par value, 200 authorized, issued and outstanding at December 31, 2020) | 0 | 223 | |
Members' equity | 0 | 6,504 | |
Total Stockholders'/Members' Equity | 492,190 | 505,370 | 6,727 |
Total Liabilities and Stockholders'/Members' Equity | $ 649,085 | $ 653,092 | $ 38,503 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Units par value | $ / shares | $ 0 |
Units authorized | 200 |
Units issued | 200 |
Units outstanding | 200 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||||
Total revenue | $ 136,920,000 | $ 27,918,000 | $ 295,762,000 | $ 103,421,000 |
Operating Expenses | ||||
External provider costs | 92,856,000 | 18,159,000 | 206,747,000 | 66,050,000 |
Cost of care | 27,349,000 | 5,353,000 | 57,566,000 | 17,373,000 |
Sales and marketing | 3,301,000 | 291,000 | 4,955,000 | 1,067,000 |
Corporate, general and administrative | 18,978,000 | 1,795,000 | 40,579,000 | 7,748,000 |
Depreciation and amortization | 5,062,000 | 514,000 | 13,216,000 | 1,501,000 |
Acquisition related costs | 266,000 | 0 | 1,522,000 | 0 |
Total operating expenses | 147,811,000 | 26,112,000 | 324,585,000 | 93,739,000 |
Operating (loss) income | (10,890,000) | 1,806,000 | (28,822,000) | 9,682,000 |
Interest (expense), net | (1,728,000) | (504,000) | (4,492,000) | (1,659,000) |
Gain on remeasurement of warrant liabilities | (3,536,000) | 0 | 20,757,000 | 0 |
Gain on remeasurement of contingent earnout liabilities | 5,794,000 | 0 | ||
Loss on disposal of fixed assets, net | (50,000) | 0 | ||
Gain (loss) on extinguishment of debt, net | 1,630,000 | (451,000) | ||
Other expenses, net | (462,000) | 0 | (1,333,000) | 0 |
Income (loss) before income tax | (16,616,000) | 1,302,000 | (6,516,000) | 7,572,000 |
Income tax provision | (181,000) | 0 | 159,000 | 0 |
Net (loss) income | (16,797,000) | 1,302,000 | (6,675,000) | 7,572,000 |
Net (loss) income attributable to non-controlling interest | 0 | (29,000) | ||
Net (loss) income attributable to controlling interest | $ (16,797,000) | $ 1,302,000 | (6,675,000) | 7,601,000 |
Net (loss) income attributable to CareMax, Inc. Class A common stockholders | $ (6,675,000) | $ 7,601,000 | ||
Weighted average basic shares outstanding | 87,367,972 | 10,796,069 | 52,620,980 | 10,796,069 |
Weighted average diluted shares outstanding | 87,367,972 | 10,796,069 | 52,620,980 | 10,796,069 |
Net (loss) income per share | ||||
Basic | $ (0.19) | $ 0.12 | $ (0.13) | $ 0.70 |
Diluted | $ (0.19) | $ 0.12 | $ (0.13) | $ 0.70 |
Medicare | ||||
Revenue | ||||
Total revenue | $ 107,747,000 | $ 27,816,000 | $ 233,282,000 | $ 103,051,000 |
Medicaid | ||||
Revenue | ||||
Total revenue | 20,165,000 | 0 | 46,493,000 | 0 |
Other Revenue | ||||
Revenue | ||||
Total revenue | $ 9,008,000 | $ 102,000 | $ 15,987,000 | $ 370,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'/MEMBERS' EQUITY - USD ($) $ in Thousands | Total | Effect of Business Combination | IMCEffect of Business Combination | SMA | DNF | BIX and Advantis | Common StockClass A Common Stock | Common StockClass A Common StockEffect of Business Combination | Common StockClass A Common StockIMCEffect of Business Combination | Common StockClass A Common StockSMA | Common StockClass A Common StockDNF | Common StockClass A Common StockBIX and Advantis | Additional Paid-in-Capital | Additional Paid-in-CapitalEffect of Business Combination | Additional Paid-in-CapitalIMCEffect of Business Combination | Additional Paid-in-CapitalSMA | Additional Paid-in-CapitalDNF | Additional Paid-in-CapitalBIX and Advantis | Total Controlling Interest | Total Controlling InterestEffect of Business Combination | Retained Earnings / (Accumulated Deficit) | Retained Earnings / (Accumulated Deficit)Effect of Business Combination | Noncontrolling Interest | Member Units [Member] | Members Equity [Member] |
Beginning balance at Dec. 31, 2019 | $ 4,946 | $ 0 | $ 0 | $ 5,160 | $ 0 | $ (214) | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | ||||||||||||||||||||||||
Net income (loss) | 7,572 | 7,601 | (29) | ||||||||||||||||||||||
Purchase of non-controlling interest ownership | (2,100) | (2,100) | |||||||||||||||||||||||
Change in ownership due to change in non-controlling interest | (243) | 243 | |||||||||||||||||||||||
Distributions | (3,691) | (3,691) | |||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | 6,727 | $ 0 | 0 | 6,727 | 0 | (260) | $ 223 | $ 6,504 | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | ||||||||||||||||||||||||
Net income (loss) | 1,302 | 1,302 | |||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | 8,028 | 223 | 7,805 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 6,727 | $ 0 | 0 | 6,727 | 0 | (260) | $ 223 | $ 6,504 | |||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | ||||||||||||||||||||||||
Net income (loss) | (6,675) | ||||||||||||||||||||||||
Net loss prior to business combination | (5,185) | (5,185) | |||||||||||||||||||||||
Reverse recapitalization | $ (186,783) | $ 3 | $ (186,767) | $ (1,542) | $ 1,523 | ||||||||||||||||||||
Reverse recapitalization (in shares) | 28,764,819 | ||||||||||||||||||||||||
Equity consideration issued to acquire company | $ 155,347 | $ 5,027 | $ 26,072 | $ 2,231 | $ 1 | $ 155,346 | $ 5,027 | $ 26,072 | $ 2,231 | ||||||||||||||||
Equity consideration issued to acquire company (in shares) | 10,412,023 | 384,615 | 2,741,528 | 293,987 | |||||||||||||||||||||
Shares issued for holdback | 821 | 821 | |||||||||||||||||||||||
Shares issued for holdback (in shares) | 71,000 | ||||||||||||||||||||||||
Contingently issuable stock to CMG Sellers and IMC Parent - First Share Price Trigger on Earnout Shares | 39,110 | $ 1 | 39,109 | ||||||||||||||||||||||
Contingently issuable stock to CMG Sellers and IMC Parent - First Share Price Trigger on Earnout Shares (in shares) | 3,200,000 | ||||||||||||||||||||||||
Reclassification of contingent consideration previously liability classified | 45,088 | 45,088 | |||||||||||||||||||||||
Proceeds from the sale of Class A common stock, net of offering costs | 6,650 | $ 397,529 | $ 4 | 6,650 | $ 397,525 | ||||||||||||||||||||
Proceeds from the sale of Class A common stock, net of offering costs (in shares) | 500,000 | 41,000,000 | |||||||||||||||||||||||
Stock compensation expense | 1,341 | 1,341 | |||||||||||||||||||||||
Series A Warrants issued under the Advisory Agreement | 12,883 | 12,883 | |||||||||||||||||||||||
Net loss after business combination | (1,490) | (1,490) | |||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | 505,370 | $ 9 | 505,327 | $ 0 | 33 | $ 0 | |||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 87,367,972 | ||||||||||||||||||||||||
Net income (loss) | (16,797) | (16,797) | |||||||||||||||||||||||
Stock compensation expense | 1,087 | 1,087 | |||||||||||||||||||||||
Series A Warrants issued under the Advisory Agreement | 2,530 | 2,530 | |||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | $ 492,190 | $ 9 | $ 508,945 | $ (16,763) | |||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 87,367,972 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net (Loss)/Income | $ (16,797,000) | $ 1,302,000 | $ (6,675,000) | $ 7,572,000 |
Adjustments to reconcile net (loss)/income to net cash (Used in) provided by operating activities: | ||||
Depreciation expense | 1,100,000 | 211,000 | 2,813,000 | 858,000 |
Depreciation and amortization expense | 5,062,000 | 514,000 | 13,216,000 | 1,501,000 |
Amortization expense | 10,402,000 | 643,000 | ||
Amortization of debt issuance costs | 378,000 | 35,000 | 866,000 | 177,000 |
Stock compensation expense | 1,087,000 | 0 | 1,341,000 | 0 |
Loss on measurement of warrant liabilities | 3,536,000 | 0 | ||
Change in fair value of warrant liabilities | 3,536,000 | 0 | (20,757,000) | 0 |
Gain on fair value change of contingent earnout shares liability | (5,794,000) | 0 | ||
(Gain) loss on extinguishment of debt | (1,630,000) | 451,000 | ||
Other Non-cash, net | 202,000 | 0 | 331,000 | 0 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (10,992,000) | 639,000 | (3,836,000) | (4,208,000) |
Inventory | (152,000) | (1,000) | (85,000) | (5,000) |
Prepaid expenses | (475,000) | 15,000 | (768,000) | 6,000 |
Risk settlements due from/due to providers | (84,000) | (281,000) | (459,000) | 248,000 |
Due to/from related parties | 0 | (392,000) | 235,000 | (146,000) |
Other assets | (52,000) | (205,000) | (1,501,000) | 12,000 |
Accounts payable | 1,470,000 | 1,160,000 | (984,000) | (686,000) |
Accrued expenses | 3,675,000 | (134,000) | 1,216,000 | 394,000 |
Other liabilities | 1,002,000 | 720,000 | 1,574,000 | 0 |
Accrued interest | (145,000) | 0 | ||
Net Cash (Used In)/Provided by Operating Activities | (12,139,000) | 3,372,000 | (23,856,000) | 5,316,000 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of property and equipment | (1,467,000) | (1,690,000) | (3,990,000) | (2,151,000) |
Acquisition of businesses | (309,707,000) | (2,566,000) | ||
Acquisition of intangible assets | (2,882,000) | 0 | ||
Asset purchase agreement holdback payment | 0 | (329,000) | ||
Purchase of noncontrolling interest ownership | 0 | (1,897,000) | ||
Net Cash Used in Investing Activities | (1,467,000) | (1,690,000) | (316,579,000) | (6,942,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Borrowings under revolving loan commitment | 0 | 4,075,000 | ||
Loan from Paycheck Protection Program | 0 | 2,164,000 | ||
Proceeds from issuance of Class A common stock | 415,000,000 | 0 | ||
Issuance costs of Class A common stock | (12,471,000) | 0 | ||
Reverse recapitalization | (108,435,000) | 0 | ||
Proceeds from borrowings on long-term debt and credit facilities | 125,000,000 | 0 | ||
Principal payments on long-term debt | (1,570,000) | (181,000) | (27,711,000) | (425,000) |
Payment of deferred financing costs | (7,478,000) | 0 | ||
Payment of debt prepayment penalties | (487,000) | 0 | ||
Distributions to members | 0 | (3,691,000) | ||
Net Cash Provided by Financing Activities | (1,570,000) | (181,000) | 383,418,000 | 2,123,000 |
NET INCREASE IN CASH | (15,176,000) | 1,501,000 | 42,983,000 | 497,000 |
Cash - Beginning of Period | 47,917,000 | 4,934,000 | 4,934,000 | 4,438,000 |
CASH - END OF PERIOD | 32,740,000 | 6,435,000 | 47,917,000 | 4,934,000 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||
Equity consideration issued in acquisitions | 188,678,000 | 0 | ||
Contingent consideration issued in business combination | 38,348,000 | 0 | ||
Purchase of non-controlling interest through accounts payable | 0 | 203,000 | ||
Payroll Protection Program loan forgiveness | 2,164,000 | 0 | ||
Equity/Warrant consideration issued under the Advisory Agreement | 14,533,000 | 0 | ||
SUPPLEMENTAL DISCLOSURES OF CASH ACTIVITIES: | ||||
Cash paid for interest | 1,353,000 | 504,000 | 4,423,000 | 1,251,000 |
Acquisition of business financed through deferred consideration | 0 | 450,000 | ||
Purchase of property and equipment through long-term debt | 0 | 50,000 | ||
Debt issuance and interest costs paid through long-term debt | 0 | 399,000 | ||
Extinguishment of long-term debt through new debt proceeds | 0 | 2,500,000 | ||
Acquisition of business financed through long-term debt | $ 0 | $ 6,051,000 | ||
Vesting of Series B Warrants under Advisory Agreement | 2,530,000 | 0 | ||
Additions To Construction In Progress Funded Through Accounts Payable | $ 585,000 | $ 0 |
Description of Business
Description of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Business | NOTE 1. DESCRIPTION OF BUSINESS CareMax Inc. (“CareMax” or the “Company”), f/k/a Deerfield Healthcare Technology Acquisitions Corp. (“DFHT”), a Delaware corporation, was originally formed in July 2020 as a publicly traded special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving one or more businesses. CareMax is a technology-enabled care platform providing high-quality, value-based care and chronic disease management through physicians and health care professionals committed to the overall health and wellness continuum of care for its patients. The Company currently operates 48 wholly owned, multi-specialty centers in Florida, Tennessee and New York, that offer a comprehensive suite of healthcare and social services, and a proprietary software and services platform that provides data, analytics, and rules-based decision tools/workflows for physicians across the United States. The Business Combination and Acquisitions On December 18, 2020, DFHT entered into a Business Combination Agreement (the “Business Combination Agreement”) with CareMax Medical Group, L.L.C., a Florida limited liability company (“CMG”), the entities listed in Annex I to the Business Combination Agreement (the “CMG Sellers”), IMC Medical Group Holdings, LLC, a Delaware limited liability company (“IMC”), IMC Holdings, LP, a Delaware limited partnership (“IMC Parent”) and Deerfield Partners, L.P. (“Deerfield Partners”). The Business Combination (as defined below) was approved by DFHT’s stockholders and closed on June 8, 2021 (the “Closing Date”), whereby DFHT acquired 100% of the equity interests of CMG and 100% of the equity interests in IMC, with CMG and IMC becoming wholly owned subsidiaries of DFHT. Immediately upon completion (the “Closing”) of the transactions contemplated by the Business Combination Agreement and the related financing transactions (the “Business Combination”), the name of the combined company was changed to CareMax, Inc. Unless the context otherwise requires, “the Company,” “we,” “us,” and “our” refer, for periods prior to the completion of the Business Combination, to CMG and its subsidiaries, and, for periods upon or after the completion of the Business Combination, to CareMax, Inc. and its subsidiaries. Subsequent to consummation of the Business Combination, the Company acquired Senior Medical Associates, LLC (“SMA”), Stallion Medical Management, LLC (“SMM), Unlimited Medical Services of Florida, LLC (“DNF”), Advantis Physician Alliance, LLC (“Advantis”), Business Intelligence & Analytics LLC (“BIX”), and three additional businesses (together with SMA, SMM, DNF, Advantis and BIX, the “Acquisitions”) which did not have a material impact on our condensed consolidated financial statements. No significant measurement period adjustments related to the Acquisitions were recognized during the three months ended March 31, 2022. As of March 31, 2022, due to the timing of these transactions, the initial accounting for acquisitions of Advantis and BIX and the three additional businesses is incomplete, pending determination of the final purchase price and any remaining working capital adjustments. | NOTE 1. DESCRIPTION OF BUSINESS CareMax Inc. (“CareMax” or the “Company”), f/k/a Deerfield Healthcare Technology Acquisitions Corp. (“DFHT”), a Delaware corporation, was originally formed in July 2020 as a publicly traded special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving one or more businesses. CareMax is a technology-enabled care platform providing high-quality, value-based care and chronic disease management through physicians and health care professionals committed to the overall health and wellness continuum of care for its patients. As of December 31, 2021, Company operated 45 wholly owned, multi-specialty medical centers in Florida that offer a comprehensive suite of healthcare and social services, and a proprietary software and services platform that provides data, analytics, and rules-based decision tools/workflows for physicians across the United States. The Business Combination On December 18, 2020, DFHT entered into a Business Combination Agreement (the “Business Combination Agreement”) with CareMax Medical Group, L.L.C., a Florida limited liability company (“CMG”), the entities listed in Annex I to the Business Combination Agreement (the “CMG Sellers”), IMC Medical Group Holdings, LLC, a Delaware limited liability company (“IMC”), IMC Holdings, LP, a Delaware limited partnership (“IMC Parent”), and Deerfield Partners, L.P. (“Deerfield Partners”). The Business Combination (as defined below) was approved by DFHT’s stockholders and closed on June 8, 2021 (the “Closing Date”), whereby DFHT acquired 100% of the equity interests inCMG and 100% of the equity interests in IMC, with CMG and IMC becoming wholly owned subsidiaries of DFHT. Immediately upon completion (the “Closing”) of the transactions contemplated by the Business Combination Agreement and the related financing transactions (the “Business Combination”), the name of the combined company was changed to CareMax, Inc. At the Closing, the CMG Sellers and IMC Parent were paid consideration valued in the aggregate at approximately $364 million and $250 million respectively, less repayment of net debt and further subject to the purchase price adjustments set forth in the Business Combination Agreement (the “Closing Consideration”). The net Closing Consideration was comprised of 68% ($229.4 million) and 45% ($85.2 million) in cash for the CMG Sellers and IMC Parent, respectively, with the remainder of the Closing Consideration comprised of 10,796,069 and 10,412,023 shares of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), issued to the CMG Sellers and IMC Parent, respectively, at a reference price of $10.00 per share. The Business Combination Agreement also provides that an additional 3,500,000 and 2,900,000 shares of Class A Common Stock (the “Earnout Shares”) are payable after the Closing to the CMG Sellers and IMC Parent, respectively, upon the satisfaction of certain conditions (see Note 8 – Stockholders’ Equity). Also at the Closing, DFHT, DFHTA Sponsor LLC (the “Sponsor”), O.M. Investment Group, Inc. (“O.M.”), in its capacity as representative of the CMG Sellers, and Continental Stock Transfer & Trust Company, in its capacity as escrow agent ( “Continental”), entered into an escrow agreement (the “CMG Escrow Agreement”), and DFHT, the Sponsor, IMC Parent and Continental entered into an escrow agreement (the “IMC Escrow Agreement” and together with the CMG Escrow Agreement, the “Escrow Agreements”). Pursuant to the terms of the CMG Escrow Agreement and the IMC Escrow Agreement, DFHT deposited $0.5 million and $1.0 million, respectively, into adjustment escrow accounts (the “Adjustment Escrow Amounts”) for the purpose of securing certain post-closing adjustment obligations of the CMG Sellers and IMC Parent, respectively. Of such $0.5 million securing the post-closing adjustment obligations of the CMG Sellers, 68% ($340,000) was in cash and 32% was in 16,000 shares of Class A Common Stock, and of such $1.0 million securing the post-closing adjustment obligations of IMC Parent, 45% ($450,000) was in cash and 55% was in 55,000 shares of Class A Common Stock (such shares collectively, the “Adjustment Escrow Shares”). 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 and Adjustment Escrow Shares will either be released to the CMG Sellers or to IMC Parent, as applicable, or to the Company in accordance with certain adjustment mechanisms in the Business Combination Agreement. Immediately following the Closing, all of the 3,593,750 issued and outstanding shares of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”), automatically converted, on a one-for-one Unless the context otherwise requires, “the Company,” “we,” “us,” and “our” refer, for periods prior to the completion of the Business Combination, to CMG and its subsidiaries, and, for periods upon or after the completion of the Business Combination, to CareMax, Inc. and its subsidiaries. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X. omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (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. The condensed consolidated balance sheet at December 31, 2021, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2021 as filed with the SEC on March 16, 2022. Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation. Such reclassifications have not materially affected previously reported amounts. In the opinion of management, the accompanying unaudited and condensed consolidated financial statements include all adjustments of a normal recurring nature, which are necessary for a fair statement of financial position, operating results and cash flows for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. Pursuant to the Business Combination, the acquisition of CMG by DFHT was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, DFHT was treated as the “acquired” company. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of CMG issuing equity for the net assets of DFHT, accompanied by a recapitalization. The net assets of DFHT were stated at historical cost, with no goodwill or other intangible assets recorded. Further, CMG was determined to be the accounting acquirer in the acquisition of IMC (the “IMC Acquisition”), as such, the acquisition was considered a business combination under Accounting Standard Codification (“ASC”) Topic 805, Business Combinations Unless otherwise noted, information for periods prior to the Closing Date reflects the financial information of CMG only. The condensed consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. Segment Financial Information The Company’s chief operating decision maker regularly reviews financial operating results on a condensed consolidated basis for purposes of allocating resources and evaluating financial performance. The Company identifies operating segments based on this review by its chief operating decision makers and operates in and reports as a single operating segment, the objective of 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. Variable Interest Entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical information, among other factors. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights and determines which business entity is the primary beneficiary of the VIE. The Company consolidates VIEs when it is determined that the Company is the primary beneficiary of the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. Refer to Note 14 “ Variable Interest Entities Significant Accounting Policies Other than addition of the Variable Interest Entity policy, there have been no changes to our critical accounting policies and estimates as described in our Annual Report on Form 10-K Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed. The Company bases its estimates on the available information, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to nonemerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, as an emerging growth company, the Company is exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and the Company’s independent registered public accounting firm is not required to evaluate and report on the effectiveness of internal control over financial reporting. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable. The Company’s cash balances with individual banking institutions are in excess of federally insured limits from time to time. The Company has not experienced any losses on its deposits of cash and cash equivalents. Our three largest payor relationships were with Anthem, Humana and Centene, which as of March 31, 2022 represented 24%, 16%, and 26% of our accounts receivable balance, respectively. As of December 31, 2021, Anthem, Humana and Centene represented represented 27%, 12% and 23% of our accounts receivable balance, respectively. Anthem, Humana and Centene represented 35%, 17%, and 16% of the Company’s revenues during the three months ended March 31, 2022 (86%, 11% and 0% during the three months ended March 31, 2021). Recent Accounting Pronouncements The Company has elected to defer compliance with ASC 842, Leases -Company adopted ASC 842 for the annual reporting period beginning January 1, 2022 and interim reporting periods within the annual reporting period beginning after December 15, 2022. As such, the Company has continued to present accounting for leases in its condensed consolidated financial statements in accordance with ASC 840 in this Quarterly Report on Form 10-Q. 10-K In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, No. 2020-03, In March 2020, the FASB issued temporary guidance to ease the potential burden in accounting for reference rate reform primarily resulting from the discontinuation of LIBOR. In addition, in January 2021, the FASB issued guidance which refined the scope of ASC 848, Reference Rate Reform, and clarified some of its guidance as part of FASB’s ongoing monitoring of global reference rate reform activities. This guidance permitted entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, computing variation margin settlements and calculating price alignment interest in connection with reference rate reform activities under way in global financial markets. An entity may apply these amendments prospectively through December 31, 2022. The Company is currently evaluating the effect the update will have on its condensed consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, 2021-08 We do not expect that any other recently issued accounting guidance will have a significant effect on our condensed consolidated financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The consolidated financial statements include the account of CareMax Inc. and its wholly owned subsidiaries (collectively “CareMax” or “the Company”). Intercompany accounts and transactions have been eliminated. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for annual financial information and in accordance with the instructions to Form 10-K S-X Pursuant to the Business Combination, the acquisition of CMG by DFHT was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, DFHT was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of CMG issuing equity for the net assets of DFHT, accompanied by a recapitalization. The net assets of DFHT are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of CMG. Further, CMG was determined to be the accounting acquirer in the acquisition of IMC (the “IMC Acquisition”), as such, the acquisition is considered a business combination under Accounting Standards Codification (“ASC”) Topic 805, “ Business Combinations The consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. Segment Financial Information The Company’s chief operating decision maker regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company identifies operating segments based on this review by its chief operating decision maker and operates in and reports as a single operating segment, which is to care for its patients’ needs. For the periods presented, all of the Company’s long-lived assets were located in the United States, and all revenue was earned in the United States. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include, but are not limited to, purchase price allocations, including fair value estimates of intangibles and contingent consideration; the valuation of and related impairment recognitions of long-lived assets; the valuation of the derivative warrant liabilities; the estimated useful lives of fixed assets and intangible assets, including internally developed software; settlements related to revenue and the revenue accrual and accrued expenses. Actual results could differ from those estimates. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to nonemerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, as an emerging growth company, the Company is exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and the Company’s independent registered public accounting firm is not required to evaluate and report on the effectiveness of internal control over financial reporting. Acquisitions The Company accounts for business combinations under the acquisition method of accounting, in accordance with ASC Topic 805, Business Combinations 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 Medicare Risk-based and Medicaid Risk-based revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage and Medicaid managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment of At-risk 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; and • For fee for service activities, the payors (for example, Medicare, Medicaid, comm e The Company has elected the practical expedient allowed under ASC 606-10-32-18, “Revenue from Contracts with Customers-The Existence of a Significant Financing Component in the Contract,” 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 ASC 340-40-25-4, “Other Assets and Deferred Costs,” 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 twelve months ended December 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. Other Revenue Other revenue includes professional capitation payments. These revenues are a fixed amount of money per patient per month paid in advance for the delivery of primary care services only, whereby the Company is not liable for medical costs in excess of the fixed payment. Capitated revenues are typically prepaid monthly to the Company based on the number of patients selecting us as their primary care provider. Our capitated rates are fixed, contractual rates. Incentive payments for Healthcare Effectiveness Data and Information Set (“HEDIS”) and any services paid on a fee for service basis by a health plan are also included in other revenue. Other revenue also includes ancillary fees earned under contracts with certain payors for the provision of certain care coordination and other care management services. These services are provided to patients covered by these payors regardless of whether those patients receive their care from our affiliated medical groups. Revenue for primary care service for patients in a partial risk or up-side Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable. The Company’s cash balances with individual banking institutions are in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. Anthem, Inc. (“Anthem”) represented approximately 27% and 100% of the Company’s accounts receivable balance as of December 31, 2021 and December 31, 2020, respectively. Anthem represented 35% and 93% of the Company’s revenues for the three months ended December 31, 2021 and 2020 and 48% and 96% of the Company’s revenues for the twelve months ended December 31, 2021 and 2020, respectively. Accounts Receivable Accounts receivable are carried at the amounts the Company deems collectible. Accordingly, an allowance is provided based on credit losses expected over the contractual term. Accounts receivable are written off when they are deemed uncollectible. As of December 31, 2021 and 2020, the Company believes no allowance is necessary. 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 Level 1—defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active. Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Instruments 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 and contingent consideration, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 “Distinguishing Liabilities from Equity,” 815-15, “Derivatives and Hedging — Embedded Derivatives. re-assessed The Company issued 2,875,000 common stock warrants in connection with DFHT’s initial public offering (the “IPO”) (the “Public Warrants”). Simultaneously with the closing of the IPO, DFHT consummated the private placement of 2,916,667 common stock warrants (the “Private Placement Warrants”). The Public Warrants and Private Placement Warrants are accounted for as derivative warrant liabilities in accordance with ASC 815-40, Derivatives and Hedging — Contracts in an Entity’s Own Equity re-measurement In connection with the Business Combination, up to 6,400,000 815-40, Derivatives and Hedging—Contracts in an Entity’s Own Equity re-measurement re-assessed 815-40 Derivatives and Hedging—Contracts in an Entity’s Own Equity Goodwill and Intangible Assets Goodwill represents the excess of consideration transferred in excess of the fair value of net assets acquired through business acquisitions. Pursuant to ASC 350, “Intangibles – Goodwill and Other,” we review goodwill annually in the fourth 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 2021, and it was determined that the fair value of goodwill was in excess of the carrying value, therefore no impairment was necessary. Intangible assets with a finite useful life are amortized over their useful lives. We review the recoverability of any long-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Impairment of Long-lived Assets Long-lived assets, such as equipment, improvements, and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the use and eventual disposition of the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value. 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 The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes 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, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. External Provider Costs External Provider Costs 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. Share-Based Compensation Expense The Company periodically issues Restricted Stock Units (“RSU’s”), Performance Share Units (“PSUs”), and Stock Options (“Options”) as share-based compensation to employees and non-employees non-capital Compensation — Stock Compensation (Topic 718), whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered. The Company accounts for stock-based compensation issued to non-employees 2018-07, Improvements to Nonemployee Share-Based Payment Accounting Measurement non-employees non-employees The fair value of the Company’s Options, RSUs and PSUs are estimated using the Black-Scholes-Merton Option Pricing model and a Monte Carlo simulation, respectively, which use certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or stock, and future dividends. Compensation expense for Options , RSUs - Stockholders Equity Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company follows the provisions of ASC Topic 260, Earnings Per Share Net Income (Loss) Per Share. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases 2016-02”), right-of-use 2016-02 2020-05, Revenue from Contracts with Customers and Leases non-issuers 2016-02 2016-02 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 introduced a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance became effective for us beginning January , . The new current expected credit losses 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 adopted this standard on January , and does not believe adoption will have a material effect on its consolidated financial statements. 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” 2020-01”). 2020-01 2020-01 In March 2020, the FASB issued guidance to provide temporary optional expedients and exceptions through December 31, 2022 to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (SOFR). The amendments are effective for all entities from the beginning of an interim period that includes the issuance date of the ASU. An entity may elect to apply the amendments prospectively through December , . The Company is currently evaluating the effect the update will have on its consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, 2021-08 We do not expect that any other recently issued accounting guidance will have a significant effect on our consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 3. ACQUISITIONS Acquisition of IMC On June 8, 2021, the Company acquired 100% of the equity interests of IMC for total purchase consideration of $369.7 million, subject to final closing adjustments. The purchase consideration was comprised of the following (in thousands): Cash consideration (1) $ 172,302 Share consideration (2) $ 155,347 Contingent consideration (3) $ 40,785 Other consideration (4) $ 1,271 (1) Represents cash consideration inclusive of the payment of $79.8 million of IMC debt simultaneous with the Closing and the reimbursement of IMC Parent’s transaction costs of $7.3 million. (2) Represent the issuance of 10,412,023 shares of Class A Common Stock, which shares were issued at a reference price of $10.00 per share, but the value of which was $14.92 per share, the closing price on the date of the IMC Acquisition. (3) Represents the fair value of equity-classified contingent consideration. (4) Represents the fair value of cash and equity purchase consideration held in escrow pending the finalization of final closing adjustments. The IMC Acquisition was recorded as a business combination under ASC 805 with identifiable assets acquired recorded at their estimated fair values as of the acquisition date. As of December 31, 2021, we have not finalized the acquisition accounting related to the IMC Acquisition and these amounts represent preliminary values. The allocation of the purchase price may be modified up to one year from the acquisition date as more information is obtained about the fair value of assets acquired and liabilities assumed. The following table summarizes the purchase consideration and the preliminary fair value of the assets acquired and liabilities assumed ( in thousands Purchase price Cash $ 14,842 Accounts receivable 21,298 Other current assets 1,446 Property, plant, & equipment 6,198 Intangible assets 34,121 Other assets 448 Accounts payable and accrued expenses (8,793 ) Long term debt (197 ) Other long term liabilities (1,898 ) Net Assets Acquired 67,465 Excess of Consideration over Net Assets Acquired 302,240 Total Consideration $ 369,705 Goodwill was recognized as the amount consideration transferred in excess of the fair value of net assets acquired. The goodwill generated is attributable to the assembled workforce and the expected growth and cost synergies and the expected contribution to the Company’s overall strategy. The amount allocated to goodwill and intangible assets is subject to final adjustment to reflect the final valuations. The goodwill recognized that is expected to be deductible for income tax purposes is $ million. The fair value associated with definite-lived intangible assets was $34.1 million, comprised of $33.9 million in risk contracts and $263,000 in trademarks. The definite-lived intangible assets will be amortized ranging from one The Company’s net revenue and loss before income taxes for the twelve months ended December 31, 2021 includes revenues of $148.0 million and net income before taxes of $4.1 million related to IMC. Acquisition of SMA Entities On June 18, 2021, the Company completed the acquisition of 100% of the issued and outstanding equity interests of Senior Medical Associates, LLC, a Florida limited liability company (“SMA”), and Stallion Medical Management, LLC, a Florida limited liability company (“the SMA Acquisition”). The purchase consideration was comprised of the following ( in thousands Cash consideration (1) $ 52,000 Share consideration (2) $ 5,027 (1) Represents cash consideration of $52.0 million inclusive of $2.5 million held in escrow and $145,000 in SMA seller transaction cost. (2) Represents equity consideration of 384,615 shares of Class A Common Stock valued at $5.0 million based on the June 18, 2021 closing price of $13.07. The SMA Acquisition was recorded as a business combination under ASC 805 with identifiable assets acquired and liabilities assumed liabilities recorded at their estimated fair values as of the acquisition date. As of December 31, 2021, we have not finalized the acquisition accounting related to the SMA Acquisition and these amounts represent preliminary values. The allocation of the purchase price may be modified up to one year from the acquisition date as more information is obtained about the fair value of assets acquired and liabilities assumed. The following table summarizes the consideration paid and the preliminary fair value of the assets acquired and liabilities assumed ( in thousand Purchase price Cash $ 73 Accounts receivable 1,830 Property, plant, & equipment 178 Intangible assets 9,404 Other assets 29 Accounts payable and accrued expenses (178 ) Net Assets Acquired 11,336 Excess of Consideration over Net Assets Acquired 45,691 Total Consideration $ 57,027 Goodwill was recognized as the amount consideration transferred in excess of the fair value of net assets acquired. The goodwill is primarily attributed to our assembled workforce, the expected growth and cost synergies and the expected contribution to the Company’s overall strategy. The goodwill recognized that is expected to be deductible for income tax purposes is $45.0 million. The Company incurred and expensed acquisition-related transaction costs of $682,000 related to the SMA Acquisition that were paid by the Company. The fair value associated with definite-lived intangible assets was $9.4 million, comprised of $8.7 million in risk contracts, $622,000 in non-compete one The Company’s net revenue and loss before income taxes for the twelve months ended December 31, 2021 includes revenues of $12.0 million and net income before taxes of $564,000 related to SMA. Acquisition of DNF On September 1, 2021, the Company acquired 100% of the assets of Unlimited Medical Services of Florida, LLC, a Florida limited liability company, dba DNF Medical Centers (“DNF”), in thousands Cash consideration (1) $ 88,118 Share consideration (2) $ 26,072 (1) Represents cash consideration of $88.1 million inclusive of $11.0 million held in escrow and $242,000 in DNF seller transaction costs. (2) Represents equity consideration of 2,741,528 shares of Class A Common Stock valued at $26.1 million based on the September 1, 2021 closing price of $9.51. The DNF Acquisition was recorded as a business combination under ASC 805 with identifiable assets As of December 31, 2021, we have not finalized the acquisition accounting related to the DNF Acquisition and these amounts represent preliminary values. The allocation of the purchase price may be modified up to one year from the acquisition date as more information is obtained about the fair value of assets acquired and liabilities assumed. The following table summarizes the purchase consideration and the preliminary fair value of the assets acquired ( in thousands Purchase price Accounts receivable $ 3,732 Property, plant, & equipment 3,520 Intangible assets 15,329 Other assets 65 Net Assets Acquired 22,646 Excess of Consideration over Net Assets Acquired 91,544 Total Consideration $ 114,190 Goodwill was recognized as the amount consideration transferred in excess of the fair value of net assets acquired. The goodwill generated is attributable to the assembled workforce and the expected growth and cost synergies and the expected contribution to the Company’s overall strategy. The amount allocated to goodwill and intangible assets is subject to final adjustment to reflect the final valuations. The goodwill recognized that is expected to be deductible for income tax purposes is $90.0 million. The Company incurred and expensed acquisition-related transaction costs of $1,247,000 related to the DNF Acquisition that were paid by the Company. The fair value associated with definite-lived intangible assets was $15.3 million, comprised of $13.2 million in risk contracts, $1.5 million in non-compete one The Company’s net revenues and loss before income taxes for the twelve months ended December 31, 2021 includes revenue of $19.5 million and net loss before income taxes of $687,000 related to DNF. Acquisition of Advantis On December 22, 2021, the Company acquired 100% of the assets of Advantis Physician Alliance, LLC, dba Advantis Medical Centers (“Advantis”) for total purchase consideration of $11.0 million, subject to final closing adjustments (the “Advantis Acquisition”). The purchase consideration was comprised of the following ( in thousands Cash consideration (1) $ 9,865 Share consideration (2) $ 1,107 (1) Represents cash consideration of $9.9 million inclusive of $900,000 held in escrow and $60,000 in Advantis seller transaction cost (2) Represents equity consideration of 145,883 shares of Class A Common Stock valued at $1.1 million based on the December 22, 2021 closing price of $7.59. The Advantis acquisition was recorded as a business combination under ASC 805 with identifiable assets acquired recorded at their estimated fair values as of the acquisition date. As of December 31, 2021, we have not finalized the acquisition accounting related to the Advantis Acquisition and these amounts represent preliminary values. The allocation of the purchase price may be modified up to one year from the acquisition date as more information is obtained about the fair value of assets acquired and liabilities assumed. The following table summarizes the purchase consideration and the preliminary fair value of the assets acquired ( in thousands) Purchase price Accounts receivable $ 242 Property, plant, & equipment 18 Intangible assets 1,064 Other assets 20 Net Assets Acquired 1,344 Excess of Consideration over Net Assets Acquired 9,628 Total Consideration $ 10,972 Goodwill was recognized as the amount consideration transferred in excess of the fair value of net assets acquired. The goodwill generated is attributable to the assembled workforce and the expected growth and cost synergies and the expected contribution to the Company’s overall strategy. The amount allocated to goodwill and intangible assets is subject to final adjustment to reflect the final valuations. The goodwill recognized that is expected to be deductible for income tax purposes is $9.6 million. The Company incurred and expensed acquisition-related transaction costs of $671,000 related to the Advantis Acquisition that were paid by the Company. The fair value associated with definite-lived intangible assets was $1.1 million, comprised of $345,000 in risk contracts, $544,000 in non-compete one As the acquisition was consummated on December 22, 2021, Advantis did not materially contribute net revenues or net income before income taxes for the twelve months ended December 31, 2021. Acquisition of Business Intelligence & Analytics LLC (“BIX”) On December 22, 2021, the Company acquired 100% of the assets of Business Intelligence & Analytics LLC (“BIX”) for total purchase consideration of $5.1 million, subject to final closing adjustments (the “BIX Acquisition”). The purchase consideration was comprised of the following ( in thousands Cash consideration (1) $ 4,000 Share consideration (2) $ 1,124 (1) Represents cash consideration of $4.0 million. (2) Represents equity consideration of 148,104 shares of Class A Common Stock valued at $1.1 million based on the December 22, 2021 closing price of $7.59. The BIX Acquisition was recorded as a business combination under ASC 805 with identifiable assets acquired recorded at their estimated fair values as of the acquisition date. As of December 31, 2021, we have not finalized the acquisition accounting related to the BIX Acquisition and these amounts represent preliminary values. The allocation of the purchase price may be modified up to one year from the acquisition date as more information is obtained about the fair value of assets acquired and liabilities assumed. The following table summarizes the purchase consideration and the preliminary fair value of the assets acquired ( in thousands) Purchase price Intangible assets 289 Net Assets Acquired 289 Excess of Consideration over Net Assets Acquired 4,835 Total Consideration $ 5,124 Goodwill was recognized as the amount consideration transferred in excess of the fair value of net assets acquired. The goodwill generated is attributable to the assembled workforce and the expected growth and cost synergies and the expected contribution to the Company’s overall strategy. The amount allocated to goodwill and intangible assets is subject to final adjustment to reflect the final valuations. The goodwill recognized that is expected to be deductible for income tax purposes is $4.8 million. The Company did not The fair value associated with definite-lived intangible assets was $289,000, comprised of $235,000 in patents/developed technology, $3,000 in trademarks, and $35,000 in non-compete one In-Process As the acquisition was consummated on December 22, 2021, BIX did not materially contribute net revenues or net income before income taxes for the twelve months ended December 31, 2021. Other Acquisitions During the twelve months ended December 31, 2021, we acquired 100% of three additional business. The acquisitions were accounted for as business combinations and the overall impact to our consolidated financial statements was not considered to be material. The fair value associated with definite-lived intangible assets from the acquisitions was $1.4 million. On a combined basis, the Company incurred and expensed acquisition-related transaction costs of $250,000 related to the acquisitions that was paid for by the Company. The total fair value of consideration paid or payable for the three acquisitions was $3.7 million. |
Reinsurance
Reinsurance | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Reinsurance Disclosures [Abstract] | ||
Reinsurance | NOTE 3. REINSURANCE The Company has acquired insurance on catastrophic costs to limit the exposure on patient losses. Premiums and policy recoveries are reported in external provider costs in our condensed consolidated statements of operations. The nature of the Company’s stop loss coverage is to limit the benefits paid under one patient. The Company’s stop loss limits are defined within each health plan contract and stop loss purchased from a third party and can range from $30,000 to $200,000 per patient per year. Premium expense incurred was $3.7 million and $412,000 for the three months ended March 31, 2022 and 2021, respectively. Physicians under capitation arrangements typically have stop loss coverage so that a physician’s financial risk for any single member is limited to a maximum amount on an annual basis. The Company monitors the financial performance and solvency of its stop loss providers. However, the Company remains financially responsible for health care services to its members in the event the health plans are unable to fulfill their obligations under stop loss contractual terms. Recoveries recognized were $6.4 million and $363,000 for the three | NOTE 4. REINSURANCE The Company has acquired insurance on catastrophic costs to limit the exposure on patient losses. Premiums and policy recoveries are reported in external provider costs in the accompanying consolidated statements of operations. The nature of the Company’s stop loss coverage is to limit the benefits paid under one patient. The Company’s stop loss limits are defined within each health plan contract and stop loss purchased from a third party and range from $30,000 to $200,000 per patient per year. Premium expense incurred was $10.9 million for the twelve months ended December 31, 2021 and approximately $10.3 million for the twelve months ended December 31, , respectively. Physicians under capitation arrangements typically have stop loss coverage so that a physician’s financial risk for any single member is limited to a maximum amount on an annual basis. The Company monitors the financial performance and solvency of its stop loss providers. However, the Company remains financially responsible for health care services to its members in the event the health plans are unable to fulfill their obligations under stop loss contractual terms. Recoveries recognized were $14.7 million for the twelve months ended December 31, 2021 and $11.2 million the twelve months ended December 31, 2020, respectively. Estimated recoveries under stop loss policies are reported within the capitation receivable or amounts due health plans as the counterparty responsible for the payment of the claims and the stop loss is the respective health plan. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and Intangible Assets | NOTE 4. GOODWILL AND INTANGIBLE ASSETS Goodwill The following table summarizes changes in the carrying amount of goodwill for the three months ended March 31, 2022 ( in thousands Carrying Balance at December 31, 2021 $ 464,566 Measurement period adjustments (302 ) Balance at March 31, 2022 $ 464,264 Intangible Assets The following tables summarize gross carrying amounts and accumulated amortization of intangible assets by major class ( in thousands Gross Accumulated Net Book Weighted March 31, 2022 Risk Contracts $ 64,570 $ (13,226 ) $ 51,343 7 Non-compete $ 4,170 $ (892 ) $ 3,278 5 Trademarks 1,862 (1,114 ) 748 2 Other 251 (16 ) 235 5 Total $ 70,852 $ (15,248 ) $ 55,604 Gross Accumulated Net Book Weighted December 31, 2021 Risk Contracts $ 64,822 $ (9,818 ) $ 55,004 7 Non-compete $ 4,202 $ (686 ) $ 3,516 5 Trademarks $ 1,867 $ (827 ) $ 1,040 2 Other $ 251 $ — $ 251 5 Total $ 71,141 $ (11,331 ) $ 59,811 Amortization expense totaled $3.9 million and $252,000 for the three months ended March 31, 2022 and 2021, respectively. | NOTE 5. GOODWILL AND INTANGIBLE ASSETS Goodwill The following table shows changes in the carrying amount of goodwill from December 31, 2020 to December 31, 2021 ( in thousands Carrying Balance at December 31, 2020 $ 10,068 Acquired goodwill during the period 454,498 Balance at December 31, 2021 $ 464,566 Intangible Assets The following table summarizes the gross carrying amounts and accumulated amortization of intangible assets by major class ( in thousands Gross Carrying Accumulated Net Book Weighted Average December 31, 2021 Risk Contracts $ 64,822 $ (9,818 ) $ 55,004 7 Non-compete 4,202 (686 ) 3,516 5 Trademarks 1,867 (827 ) 1,040 2 Patents/Developed Technology 235 — 235 5 In-Process 16 — 16 1 Total $ 71,141 $ (11,331 ) $ 59,811 Gross Carrying Accumulated Net Book Weighted Average December 31, 2020 Risk Contracts $ 8,174 $ (682 ) $ 7,492 11 Non-compete 1,320 (237 ) 1,083 5 Total $ 9,494 $ (919 ) $ 8,575 Amortization expense totaled $10.4 million for the twelve months ended December 31, 2021 and $645,000 for the twelve months ended December 31, 2020, respectively. The estimated amortization expense related to the fair value of acquired intangible assets for each of the succeeding five years and thereafter is ( in thousands 2022 $ 15,134 2023 12,234 2024 10,199 2025 8,547 2026 7,616 Thereafter 6,082 |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | NOTE 5. PROPERTY AND EQUIPMENT A summary of property and equipment at March 31, 2022 and December 31, 2021 is as follows ( in thousands March 31, December 31, Leasehold improvements $ 7,648 $ 7,516 Vehicles 3,711 3,711 Furniture and equipment 5,509 5,470 Software 3,465 2,950 Construction in progress 3,523 2,254 Total 23,856 21,902 Less: Accumulated depreciation (6,961 ) (5,909 ) Total Property and equipment, net $ 16,895 $ 15,993 Construction in progress at March 31, 2022 consisted of various leasehold improvements at the Company’s centers. Depreciation expense totaled $1.1 million and $211,000 for the three months ended March 31, 2022 and 2021, respectively. | NOTE 6. PROPERTY AND EQUIPMENT A summary of property and equipment at December 31, 2021 and December 31, 2020 is as follows ( in thousands December 31, 2021 December 31, 2020 Leasehold improvements $ 7,516 $ 2,726 Vehicles 3,711 2,823 Furniture and equipment 5,470 1,983 Software 2,950 — Construction in progress 2,254 360 Total 21,902 7,892 Less: Accumulated depreciation (5,909 ) (3,096 ) Total Property and equipment, net $ 15,993 $ 4,796 Construction in progress at December 31, 2021 is made up of various leasehold improvements at the Company’s medical centers. The Company has a contractual commitment to complete the construction of its Homestead medical center with remaining estimated capital expenditures of $500,000 and an estimated opening in 2022. Depreciation expense totaled $2.8 million for the twelve months ended December 31, 2021 and $858,000 for the twelve months ended December 31, 2020, respectively. |
Long Term Debt
Long Term Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Long Term Debt | NOTE 6. LONG TERM DEBT As at March 31, 2022 and December 31, 2021, long term debt consisted of the following ( in thousands March 31, December 31, Secured term loans $ 120,313 $ 121,875 Other 58 65 Unamortized debt issuance costs (4,438 ) (4,704 ) 115,932 117,236 Current portion (6,272 ) (6,275 ) Long-term portion $ 109,660 $ 110,960 Future maturities of debt outstanding at March 31, 2022 were as follows ( in thousands Amount Remainder of 2022 4,706 2023 6,265 2024 8,611 2025 11,726 2026 89,063 Total $ 120,370 | NOTE 7. LONG TERM DEBT Long-term debt consisted of the following at December 31, 2021 and December 31, 2020 ( in thousands December 31, December 31, Secured term loans $ 121,875 $ 24,184 Payroll protection plan — 2,164 Other 65 1,358 Unamortized debt issuance costs (4,704 ) (377 ) 117,236 27,329 Current portion (6,275 ) (1,004 ) Long-term portion $ 110,960 $ 26,325 On the Closing Date, the Company entered into a Credit Agreement (as amended, the “Credit Agreement), by and among the Company, Royal Bank of Canada, as Administrative Agent (in such capacity, the “Agent”), Collateral Agent, Swing Line Lender and Issuing Bank; RBC Capital Markets, LLC and Truist Securities, Inc., as Syndication Agents, Joint Lead Arrangers and Joint Book Runners; and certain other banks and financial institutions serving as lenders (collectively with their successors and assigns, the “Lenders”). The Credit Agreement provides for (i) initial term loans in an aggregate principal amount of $125.0 million (the “Initial Term Loans”), which were used on the Closing Date to finance the Business Combination and related transaction costs, (ii) a revolving credit facility in an aggregate principal amount of $40.0 million for working capital and other general corporate purposes, of which $0 was drawn December 31, 2021 and (iii) a delayed draw term loan facility in an aggregate principal amount of $20.0 million, which was available to be drawn from and after the Closing until the six month anniversary of the Closing Date to finance permitted acquisitions and similar permitted investments and of which $ 0 Interest is payable on the outstanding loans under the Credit Facilities based on, at the option of the Company, either: (i) Eurocurrency (with a LIBOR floor of 0.75% per annum) plus variable spreads ranging from 2.75% to 3.50% per annum based on first lien net leverage ratio levels or (ii) the Alternate Base Rate (defined as the highest of (a) the Prime Rate (as defined in the Credit Agreement and established by the Agent), (b) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.50% per annum, and (c) the LIBOR Quoted Rate (as defined in the Credit Agreement) plus 1.00% per annum, in each case, with a floor of 1.75% per annum), plus variable spreads ranging from 1.75% to 2.50% per annum based on first lien net leverage ratio levels. Accrued and unpaid interest is payable with respect to LIBOR loans on the last day of the interest period as selected by the Company but no later than three months, and with respect to Alternate Base Rate Loans, quarterly on the last business day of each of March, June, September and December. An unused commitment fee is also payable with respect to the revolving credit facility and the delayed draw term loan facility ranging between 0.35% and 0.50% depending on the Company’s first lien net leverage ratio, and is payable quarterly in arrears with respect to the revolving credit facility and on the earliest of the termination of the delayed draw term loan facility, the six month anniversary of the Closing Date with respect to any delayed draw term loan commitments that have expired and otherwise after the end of the first full fiscal quarter after the Closing Date. Amortization payments with respect to the Initial Term Loans are payable in quarterly installments, commencing with the last business day of the first full fiscal quarter ending after the Closing Date, in aggregate principal amounts equal to (i) 1.25% of the aggregate principal amount of the Initial Term Loans outstanding on the Closing Date from the Closing Date until June 7, 2024, (ii) 1.875% of the aggregate principal amount of the Initial Term Loans outstanding on the Closing Date from June 8, 2024 to June 7, 2025 and (iii) 2.50% of the aggregate principal amount of the Initial Term Loans outstanding on the Closing Date from June 8, 2025 to June 7, 2026. All amounts owed under the Credit Facilities are due and payable upon the five-year anniversary of the Closing Date, unless otherwise extended in accordance with the terms of the Credit Agreement. The Credit Agreement contains certain covenants that limit, among other things, the ability of the Company and its subsidiaries to incur additional indebtedness or liens, to make certain investments, to enter into sale-leaseback transactions, to make certain restricted payments, including dividends, to enter into consolidations, mergers or sales of material assets and other fundamental changes, or to transact with affiliates subject to exceptions, materiality and other qualifications as provided in the Credit Agreement. The Credit Agreement also contains customary events of default and also includes an equity cure right. All obligations under the Credit Agreement are guaranteed by the Company and substantially all of its subsidiaries. As of December 31, 2021, the Company was in compliance, in all material respects, with all covenants under the First Amendment of the Credit Agreement. On December 30, 2021, the Company entered into the First Amendment to the Credit Agreement to, among other things, modify certain of the financial covenants contained in the Credit Agreement. As of December 31, 2021, the Company was in compliance, in all material respects, with all covenants under the First Amendment of the Credit Agreement. CMG Loan Agreement On the Closing Date, the Company repaid all outstanding term loan borrowings under CMG’s previous loan agreement (the “Loan Agreement”) and the Loan Agreement was terminated. The Company repaid $24.5 million, inclusive of $487,000 in prepayment penalties, fees and interest. The Company recorded a loss on early of extinguishment of debt of $806,000, inclusive of the write-off Earnout Consideration Other Debt Other long-term debt repaid on the Closing Date totaled $229,000. In addition, $2.0 million was deposited into an escrow account as security for amounts borrowed under the Paycheck Protection Program (“PPP”). In the twelve months ended December 31, 2021, the Company paid $2.0 million to the CMG Sellers for the amount owed related to a loan under the PPP. This amount was held in escrow and was reported in restricted cash in the June 30, 2021 condensed consolidated balance sheet, but was released upon forgiveness of the PPP loans. During the twelve months ended December 31, 2021, borrowings under the PPP of $2.8 million were forgiven and are included in the gain on extinguishment of debt. Future Maturities Future maturities of debt outstanding at December 31, 2021 are as follows ( in thousands Amount 2022 $ 6,275 2023 6,265 2024 8,611 2025 11,726 2026 89,063 Total $ 121,940 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity | NOTE 7. STOCKHOLDERS’ EQUITY The condensed consolidated statement of changes in equity reflects the Reverse Recapitalization discussed in Note 2. As CMG was deemed the accounting acquirer in the Reverse Recapitalization with DFHT, all periods prior to the consummation of the Business Combination reflect the balances and activity of CMG. Related Advisory Agreement On July 13, 2021, the Company entered into an exclusive real estate advisory agreement (the “Advisory Agreement”) with Related CM Advisor, LLC (the “Advisor”), a Delaware limited liability company and a subsidiary of The Related Companies, L.P. (“Related”) (the “Advisory Agreement”), pursuant to which the Advisor has agreed provide certain real estate advisory services to the Company on an exclusive basis. The services include identifying locations for new centers nationwide as part of the Company’s de novo growth strategy, including, but not limited to, locations within and proximate to affordable housing communities that may be owned by Related. In connection with the Advisory Agreement, the Company and the Advisor entered into a subscription agreement (the “Subscription Agreement”), whereby the Advisor purchased 500,000 shares (the “Initial Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) for an aggregate purchase price of $5.0 million and the Company issued to the Advisor (i) a warrant (the “Series A Warrant”) to purchase 2,000,000 shares of Class A Common Stock (the “Series A Warrant Shares”), which vested immediately upon issuance, is exercisable for a period of five years and is not redeemable by the Company and (ii) a warrant (the “Series B Warrant” and together with the Series A Warrant, the “Warrants”) to purchase up to 6,000,000 shares of Class A Common Stock (the “Series B Warrant Shares” and, together with the Series A Warrant Shares, the “Warrant Shares”), pursuant to which 500,000 Series B Warrant Shares will vest and become exercisable from time to time upon the opening of each center under the Advisory Agreement for which the Advisor provides services, other than two initial centers. The company assessed the substance of the Subscription Agreement and determined that all instruments referenced in the Subscription Agreement should be assessed under the guidance of ASC 718, Compensation - Stock Compensation non-employee paid-in-capital The Series B Warrant is exercisable, to the extent vested, until the later of five years from the date of issuance or one year from vesting of the applicable Series B Warrant Shares and is redeemable with respect to vested Warrant Shares at a price of $0.01 per Warrant Share if the price of the Class A Common Stock equals or exceeds $18.00 per share, or $0.10 per Warrant Share if the price of the Class A Common Stock equals or exceeds $10.00 per share, in each case when such price conditions are satisfied for any 20 trading days within a 30-trading Series B Warrants are recognized at their fair value once vesting becomes probable. During the three months ended March 31, 2022, the Company recorded $2.5 million in prepaid expenses to reflect vesting of 500,000 Series B Warrant Shares using their grant date fair value. Refer to Note 10, Related Party Transactions Preferred Stock The Amended and Restated Charter authorizes the Company to issue 1,000,000 shares of preferred stock, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2022, there were no shares of preferred stock issued or outstanding. Redeemable Warrants - Public Warrants On July 16, 2020, in connection with the IPO, DFHT sold 2,875,000 Public Warrants. Each whole Public Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, at any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of the Business Combination, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreements entered into at the time of the IPO, a warrant holder may exercise its Public Warrants only for a whole number of shares of Class A Common Stock. This means only a whole Public Warrant may be exercised at a given time by a warrant holder. No fractional warrants were issued upon separation of the units issued in connection with the IPO and only whole Public Warrants will trade. The Company may redeem the Public Warrants when the price per share of Class A Common Stock equals or exceeds certain threshold prices. Redeemable Warrants - Private Placement Warrants Also in connection with the IPO, DFHT issued the 2,916,667 Private Placement Warrants at a purchase price of $1.50 per warrant. The Private Placement Warrants (including the Class A Common Stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination (except, among other limited exceptions to DFHT’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by CareMax for cash so long as they are held by the initial stockholders or their permitted transferees. With some exceptions, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Contingent Consideration Common Shares Pursuant to the Business Combination Agreement, the CMG Sellers and IMC Parent, who received Class A Common Stock in connection with the Business Combination, are entitled to receive earn-out 30-day 30-day the First Share Price Trigger was achieved, resulting in issuance of 1,750,000 and 1,450,000 Earnout Shares to the CMG Sellers and IMC Parent, respectively. Subsequent to the achievement of the First Share Price Trigger, the Company determined the Earnout Shares subject to the second Share Price Trigger should be equity classified and were recorded as such on July 9, 2021, the date of the event that caused the reclassification. Stock-based compensation On June 4, 2021, the stockholders of the Company approved the CareMax Inc. 2021 Long-term Incentive Plan (the “2021 Plan”), effective on the Closing Date. The 2021 Plan permits the grant of equity-based awards to officers, directors, employees and other service providers. The 2021 Plan permits the grant of an initial share pool of 7,000,000 shares of Class A Common Stock and will be increased automatically, without further action of the Company’s board of directors, on January 1st of each calendar year commencing after the Closing Date and ending on (and including) January 1, 2031, by a number of shares of Class A Common Stock equal to the lesser of (i) four st During the three months ended March 31, 2022 we granted 77,000 restricted stock units under the 2021 Plan at a weighted-average grant date fair value of $7.41 per share (there were no grants during the three months ended March 31, 2021). In addition, during the three months ended March 31, 2022 and 2021 there was no vesting of previously granted awards. During the three months ended March 31, 2022, the Company recorded stock-based compensation expense of $1.1 million ($0 during the three months ended March 31, 2021). Stock-based compensation expense is included in the corporate, general and administrative expenses in our condensed consolidated statements of operations. As of March 31, 2022, the Company had $7.9 million of compensation expense related to all non-vested | NOTE 8. STOCKHOLDERS’ EQUITY The consolidated statement of changes in equity reflects the Reverse Recapitalization and the IMC Acquisition as discussed in Notes 2 and 3. As CMG was deemed the accounting acquirer in the Reverse Recapitalization with DFHT, all periods prior to the consummation of the Business Combination reflect the balances and activity of CMG. In connection with the Business Combination, the Company adopted the third amended and restated certificate of incorporation, dated June 8 , 2021 (the “Amended and Restated Charter”) to, among other things, increase the total number of authorized shares of all classes of capital stock, par value of $0.0001 per share, to 261,000,000 shares, consisting of (i) 260,000,000 shares of common stock, including 250,000,000 shares of Class A Common Stock and 10,000,000 shares of Class B Common Stock, and (ii) 1,000,000 shares of preferred stock. In addition, 3,593,750 shares of Class B Common Stock were converted, on a one-for-one Also in connection with the Business Combination, (i) Deerfield Partners and the Sponsor purchased an aggregate of 10,000,000 shares of Class A Common Stock (the “Deerfield PIPE Investments”), consisting of 9,600,000 shares of Class A Common Stock purchased by Deerfield Partners and 400,000 shares of Class A Common Stock purchased by the Sponsor, for a purchase price of $10.00 per share and an aggregate purchase price of $100.0 million and (ii) certain investors purchased an aggregate of 31,000,000 shares of Class A Common Stock (the “Third-Party PIPE Investments,” and together with the Deerfield PIPE Investments, the “PIPE Investments”), for a purchase price of $10.00 per share, for an aggregate purchase price of $310.0 million. The Company paid offering costs of $12.8 million. In connection with the acquisition of SMA (see Note 3 – Acquisitions—Acquisition of SMA Entities), the Company issued 384,615 shares of Class A Common Stock. On July 13, 2021, the Company issued 500,000 shares of Class A Common Stock in connection with the execution of the Advisory Agreement (as defined below). In connection with the DNF Acquisition (see Note 3 — Acquisitions — Acquisition of DNF), the Company issued shares of Class A Common Stock to DNF. Also, during the twelve months ended December 31 , 2021 , the first tranche of contingently issuable shares totaling an aggregate of shares of Class A Common Stock were issued to the CMG Sellers and IMC Parent (“Earnout Shares” described in Contingent Consideration below). On December 22, 2021, the Company issued 145,883 shares of Class A Common Stock in connection with the acquisition of Advantis (see Note 3 — Acquisitions — Acquisition of Advantis). On December 22, 2021, the Company issued 148,104 shares of Class A Common Stock in connection with the acquisition of BIX (see Note 3 — Acquisitions — Acquisition of BIX). Related Advisory Agreement On July 13, 2021, the Company entered into an exclusive real estate advisory agreement (the “Advisory Agreement”) with Related CM Advisor, LLC (the “Advisor”), a Delaware limited liability company and a subsidiary of The Related Companies, L.P. (“Related”) (the “Advisory Agreement”), pursuant to which the Advisor has agreed provide certain real estate advisory services to the Company on an exclusive basis. The services include identifying locations for new medical centers nationwide as part of the Company’s de novo growth strategy, including, but not limited to, locations within and proximate to affordable housing communities that may be owned by Related. In connection with the Advisory Agreement, the Company and the Advisor entered into a subscription agreement (the “Subscription Agreement”), whereby the Advisor purchased 500,000 shares (the “Initial Shares”) of the Company’s Class A Common Stock for an aggregate purchase price of $5.0 million and the Company issued to the Advisor (i) a warrant (the “Series A Warrant”) to purchase 2,000,000 shares of Class A Common Stock (the “Series A Warrant Shares”), which vested immediately upon issuance, is exercisable for a period of five years and is not redeemable by the Company and (ii) a warrant (the “Series B Warrant” and together with the Series A Warrant, the “Warrants”) to purchase up to 6,000,000 shares of Class A Common Stock (the “Series B Warrant Shares” and, together with the Series A Warrant Shares, the “Warrant Shares”), pursuant to which 500,000 Series B Warrant Shares will vest and become exercisable from time to time upon the opening of each medical center under the Advisory Agreement for which the Advisor provides services, other than two initial medical centers. The Series 30-trading The company assessed the substance of the Subscription Agreement and determined that all instruments referenced in the Subscription Agreement should be assessed under the guidance of ASC 718 as non-employee Agreement. As a result, the Company recorded the Series A Warrants as a component of additional paid-in-capital Preferred Stock The Amended and Restated Charter authorizes the Company to issue 1,000,000 shares of preferred stock, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2021, there were no shares of preferred stock issued or outstanding. Redeemable Warrants — Public Warrants On July 16, 2020, in connection with the IPO, DFHT sold 2,875,000 Public Warrants. Each whole Public Warrant entitles the registered holder to purchase on Redeemable Warrants — Private Placement Warrants Also in connection with the IPO, DFHT issued the 2,916,667 Private Placement Warrants at a purchase price of $1.50 per warrant. The Private Placement Warrants (including the Class A Common Stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination (except, among other limited exceptions to DFHT’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by CareMax for cash so long as they are held by the initial stockholders or their permitted transferees. With some exceptions, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Contingent Consideration Pursuant to the Business Combination Agreement, the CMG Sellers and IMC Parent, who received Class A Common Stock in connection with the Business Combination, became entitled to receive Contingent Consideration to be paid out in the form of Class A Common Stock. The Business Combination Agreement provided that up to an additional 3,500,000 and 2,900,000 Earnout Shares would become payable after the Closing to the CMG sellers and IMC Parent, respectively: (i) if within the first year after the Closing, the volume weighted average trading price of Class A Common Stock equals or exceeds $12.50 on any 20 trading days in any 30-day Closing (the “Second Earnout Period”), the volume weighted average trading price of Class A Common Stock equals or exceeds $15.00 on any 20 trading days in any 30-day — Equity Based Compensation Expense — 2021 Plan On June 4, 2021, the stockholders of the Company approved the CareMax Inc. 2021 Long-term Incentive Plan (the “2021 Plan”), effective on the Closing Date. The 2021 Plan permits the grant of equity-based awards to officers, directors, employees and other service providers. The 2021 Plan permits the grant of an initial share pool of 7,000,000 shares of Class A Common Stock and will: - be increased automatically, without further action of the Company’s board of directors, on January 1st of each calendar year commencing after the Closing Date and ending on (and including) January 1, 2031, by a number of shares of Class A Common Stock equal to the lesser of (i) four percent of the aggregate number of shares of Class A Common Stock outstanding on December 31st of the immediately preceding calendar year, excluding for this purpose any such outstanding shares of Class A Common Stock that were granted under the 2021 Plan and remain unvested and subject to forfeiture as of the relevant December 31st, or (B) a lesser number of shares of Class A Common Stock as determined by the Company’s board of directors or the Compensation Committee of the board of directors prior to the relevant January 1st. Service and Performance-Based Awards Beginning on October 29, 2021, the Board of Directors approved individual awards under the 2021 Plan. Awards consisted of RSU’s for employees, executives, and directors, PSUs for executives, and Options for Executives. For the RSU’s granted to employees, the service-based vesting will be satisfied with respect to 33.3% of an employee’s RSU’s on October 29, 2022, the first anniversary of the vesting commencement date, and will be satisfied with respect to 33.3% of an employee’s RSU’s at the end of each twelve month period thereafter (October 29, 2023 and 2024), subject to the employee’s continued employment with the Company through the applicable vesting date. For the RSU’s granted to executives, the service-based vesting will be satisfied with respect to 33.3% of an executive’s RSU’s on October 29, 2022, the first anniversary of the vesting commencement date, and will be satisfied with respect to % of an executive’s RSU’s on June th, , and June th, , subject to the executive’s continued employment with the Company through the applicable vesting date. For the RSU’s granted to directors, the service-based vesting will be satisfied with respect to % of a director’s RSU’s on October , , the first anniversary of the vesting commencement date, subject to the director’s continued employment with the Company through the applicable vesting date. For the PSU’s issued to executives, the performance-based vesting will be satisfied with respect to a percentage of an employee’s PSU’s, as and when the price per share of Class A Common Stock specified is achieved, on a volume-adjusted weighted-average basis 30 days prior to July 1, 2023, the expiration of the awards, subject to the executives continued employment with the Company through the applicable vesting date. The Options provide the executive the option to purchase a defined number of shares at a strike price of $10.00. The Options service-based vesting will be satisfied with respect to 33.3% of an executive’s Options on October 29, 2022, the first anniversary of the vesting commencement date, and will be satisfied with respect to 33.3% of an executive’s Options on June 8th, 2023, and June 8th, 2024, subject to the executives continued employment with the Company through the applicable vesting date. The Company accounts for forfeitures as they occur. RSU Valuation The following table summarizes the activity related to the Company’s RSUs for the twelve months ended December 31, 2021 (in thousands, except for weighted average grant date fair value): Number of Wtd. Avg. Outstanding as of January 1, 2021 — $ — Granted 975 $ 7.92 Vested — $ — Forfeited — $ — Unvested and outstanding as of December 31, 2021 975 $ 7.92 The total fair value of RSU’s that vested during the twelve months ended December 31, 2021 was $0. As of December 31, 2021, total unrecognized compensation expense related to unvested RSU’s was $7.7 million and is expected to be recognized over a weighted-average expected performance period of 2.6 years. PSU Valuation The following table summarizes the activity related to the Company’s PSUs for the twelve months ended December 31, 2021 (in thousands, except for weighted average grant date fair value): Number of Wtd. Avg. Outstanding as of January 1, 2021 — $ — Granted 66 $ 6.05 Vested — $ — Forfeited — $ — Unvested and outstanding as of December 31, 2021 66 $ 6.05 The total fair value of PSU’s that vested during the twelve months ended December 31, 2021 was $0. As of December 31, 2021, total unrecognized compensation expense related to unvested PSU’s was $397,000 and is expected to be recognized over a weighted-average expected performance period of 1.7 years. The fair-value of the PSU’s with market-based vesting conditions was determined on the date of grant using a Monte Carlo model to simulate total stockholder return for the Company and peer companies with the following assumptions: Performance Period 1.7 Weighted-Average risk-free interest rate 0.37 % Weighted-average volatility 55.0 % Weighted-average dividend yield 0.0 % The risk-free interest rate utilized is based on a 10-year zero-coupon Option Valuation The following table summarizes the activity related to the Company’s Options for the twelve months ended December 31, 2021 (in thousands, except for weighted average grant date fair value): Number of Wtd. Avg. Outstanding as of January 1, 2021 — $ — Granted 131 $ 5.82 Vested — $ — Forfeited — $ — Unvested and outstanding as of December 31, 2021 131 $ 5.82 The total fair value of Options that vested during the twelve months ended December 31, 2021 was $0. As of December 31, 2021, total unrecognized compensation expense related to unvested Options’ was $764,000 and is expected to be recognized over a weighted-average expected performance period of 2.6 years. The fair-value of the Options with market-based vesting conditions was determined on the date of grant using a Black-Scholes-Merton Option Pricing model to simulate total stockholder return for the Company and peer companies with the following assumptions: Performance Period 0.8 Weighted-Average risk-free interest rate 1.55 % Weighted-average volatility 54.7 % Weighted-average dividend yield 0.0 % The risk-free interest rate utilized is based on an interpolated term-matched zero-coupon In accordance with ASC 718 — Compensation — Stock C December 31, December 31, RSU’s $ 290 $ — PSU’s 41 — Options 44 — Class A Common Stock 966 — Total share-based compensation expense $ 1,341 $ — As of December 31, 2021, no awards have vested and there were no shares of Class A Common Stock issued or outstanding under the 2021 Plan. In July 2021, the Company’s board of directors authorized an award of 100,000 shares of Class A Common Stock to an executive. The award has not been granted as of December 31, 2021. There are no additional performance or market conditions that will be required to be satisfied before the award is granted. Due to the timing of communicating the terms of the award to the executive, the Company used September 30, 2021 for the grant date fair value. The historical close price of the Class A Common Stock was $9.66 on September 30, 2021. As of December 31, 2021, the Class A Common Stock shares have not been issued for this award. The Company has recorded Equity Based Compensation expense totaling $1.3 million for the twelve months ended December 31, 2021. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Income (Loss) Per Share | NOTE 8. NET INCOME (LOSS) PER SHARE The Business Combination was accounted for as a reverse recapitalization by which CMG issued equity for the net assets of the Company accompanied by a recapitalization. Earnings per share have been recast for all historical periods to reflect the Company’s capital structure for all comparative periods. The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted-average number of common share outstanding for the period subsequent to the transactions that occurred in connection with the Business Combination ( in thousands, except share and per share data Three Months Ended March 31, 2022 2021 Net (loss) income attributable to CareMax, Inc. class A common stockholders $ (16,797 ) $ 1,302 Weighted average basic shares outstanding 87,367,972 10,796,069 Weighted average diluted shares outstanding 87,367,972 10,796,069 Net (loss) income per share Basic $ (0.19 ) $ 0.12 Diluted $ (0.19 ) $ 0.12 The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive or because issuance of shares underlying such securities is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months 2022 2021 Series A Warrants and Series B Warrants 8,000 — Public and Private Warrants 5,792 — Earnout Shares 3,200 — Unvested restricted stock units 1,162 — Unvested performance stock units 66 — Unvested options 131 — Total 18,351 — | NOTE 9. NET INCOME (LOSS) PER SHARE The Business Combination was accounted for as a reverse recapitalization by which CMG issued equity for the net assets of the Company accompanied by a recapitalization. Earnings per share has been recast for all historical periods to reflect the Company’s capital structure for all comparative periods. The Earnout Shares are excluded from the computation of basic net income (loss) per share until the conditions to trigger the issuance of the Earnout Shares have been satisfied. During the twelve months ended December 31, 2021, the first tranche of Earnout Shares totaling 3,200,000 shares of Class A Common Stock were issued to the CMG Sellers and IMC Parent, and such shares are included in the computation of basic net income (loss) per share from the date of issuance for the twelve months ended December 31, 2021. The remaining Earnout Shares totaling shares were excluded from the computation of basic net income (loss) per share for the twelve months ended December , as the conditions to trigger the issuance of the Earnout Shares had not been satisfied as of December , . The Company excluded the effect of the Public Warrants and the Private Placement Warrants from the computation of diluted net income (loss) per share in the twelve months ended December 31, 2021 as their inclusion would have been anti-dilutive because the Company was in a loss position for the period. The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted average number of common share outstanding for the period subsequent to the transactions that occurred in connection with the Business Combination ( in thousands, except share and per share data Twelve Months Ended 2021 2020 Net (loss) income attributable to CareMax, Inc. Class A common stockholders $ (6,675 ) $ 7,601 Weighted average basic shares outstanding 52,620,980 10,796,069 Weighted average diluted shares outstanding 52,620,980 10,796,069 Net (loss) income per share Basic $ (0.13 ) $ 0.70 Diluted $ (0.13 ) $ 0.70 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value ( in thousands March 31, 2022 Quoted Prices Significant Significant Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities $ — $ — $ 11,911 December 31, 2021 Quoted Prices Significant Significant Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities $ — $ — $ 8,375 Fair value of the Public Warrants issued in connection with the IPO and the Private Placement Warrants was initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the IPO has been measured based on the listed market price of such warrants since the IPO. During the three months ended March 31, 2022, the Company recognized a loss resulting from an increase in the fair value of the derivative warrant liabilities of $3.5 million. There were no transfers between levels during the three months ended March 31, 2022. The following table provides quantitative information regarding Level 3 fair value measurements inputs used in measurement of fair value of Private Placement Warrants: March 31, December 31, Exercise price $ 11.50 $ 11.50 Unit price $ 7.47 $ 7.68 Volatility 50.8 % 37.6 % Expected life of the options to convert 4.19 4.44 Risk-free rate 2.40 % 1.17 % Dividend yield 0.0 % 0.0 % The change in the fair value of the warrant liabilities for the three months ended March 31, 2022 is summarized as follows ( in thousands Fair value of derivative warrant liabilities at December 31, 2021 $ 8,375 Change in fair value of derivative warrant liabilities 3,536 Fair value of derivative warrant liabilities at March 31, 2022 $ 11,911 | NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value ( in thousands December 31, 2021 Quoted Prices Significant other Significant other Derivative warrant liabilities $ — $ — $ 8,375 Liability-classified contingent consideration — — 875 The fair value of the Public Warrants issued in connection with the IPO and the 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 has been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the IPO has been measured based on the listed market price of such warrants since the IPO. For the twelve months ended December 31, 2021, the Company recognized a benefit resulting from a decrease in the fair value of the derivative warrant liabilities of $20.8 million. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for twelve months ended December 31, 2021. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, was 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 The following table provides quantitative information regarding Level 3 fair value measurements inputs as of the Closing (June 8, 2021) and December 31, 2021: December 31, June 8, Exercise price $ 11.50 $ 11.50 Unit price $ 7.68 $ 14.92 Volatility 37.6 % 29.8 % Expected life of the options to convert 4.44 5 Risk-free rate 1.17 % 0.77 % Dividend yield 0.0 % 0.0 % The change in the fair value of the warrant liabilities for the twelve months ended December 31, 2021 is summarized as follows ( in thousands Fair value of derivative warrant liabilities at Closing $ 29,132 Change in fair value of derivative warrant liabilities (20,757 ) Derivative warrant liabilities at December 31, 2021 $ 8,375 The following table provides quantitative information regarding Level 3 fair value measurements of the Related Warrants as of the date of issuance: July 13, Exercise price $ 11.50 Unit price $ 13.30 Volatility 50.9 % Expected life of the options to convert 5.00 Risk-free rate 0.85 % Dividend yield 0.0 % The following table provides quantitative information regarding Level 3 fair value measurements of both tranches of the Contingent Consideration for the CMG Sellers and IMC Parent as of the date in which the First Share Price was triggered, causing the instruments to be re-assessed 815-40 CMG Sellers—First Share Price Trigger July 9, Share Price Trigger $ 12.50 Potential Shares 1,750,000 Beginning Share Price $ 14.09 Volatility 60.7 % Remaining Term 0.92 Risk-free rate 0.22 % Dividend yield 0.0 % CMG Sellers—Second Share Price Trigger July 9, Share Price Trigger $ 15.00 Potential Shares 1,750,000 Beginning Share Price $ 14.09 Volatility 60.7 % Remaining Term 1.92 Risk-free rate 0.22 % Dividend yield 0.0 % IMC Parent—First Share Price Trigger July 9, Share Price Trigger $ 12.50 Potential Shares 1,450,000 Beginning Share Price $ 14.09 Volatility 60.7 % Remaining Term 0.92 Risk-free rate 0.22 % Dividend yield 0.0 % IMC Parent—Second Share Price Trigger July 9, Share Price Trigger $ 15.00 Potential Shares 1,450,000 Beginning Share Price $ 14.09 Volatility 60.7 % Remaining Term 1.92 Risk-free rate 0.22 % Dividend yield 0.0 % |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 10. RELATED PARTY TRANSACTIONS On July 13, 2021, the Company entered into the Advisory Agreement with the Advisor, which is described in Note 7, Stockholders Equity On July 13, 2021 the Company’s board of directors appointed Mr. Bryan Cho, an Executive Vice President of Related, to serve as a Class III director of the Company. The appointment of Mr. Cho was made in connection with the Advisory Agreement, which provides the Advisor with the right to designate a director to serve on the Company’s board of directors, subject to the continuing satisfaction of certain conditions, including that the Advisor and its affiliates maintain ownership of at least 500,000 shares of Class A Common Stock. During the three months ended March 31, 2022, the Company recognized vesting of 500,000 shares of Series B Warrants related to opening of one center for which the Advisor provides services under the Advisory Agreement. Refer to Note 7, Stockholder’s Equity | NOTE 11. RELATED PARTY TRANSACTIONS The Company had a 49% ownership interest in Care Smile, LLC (“Care Smile”), a dental care organization with majority ownership by the dental provider, who is the spouse of a member of the Company’s senior management. The Company pays for dental services provided to enrollees by Care Smile on a capitated basis. Total capitation payments for the twelve months ended December 31, 2020 were $222,000. The twelve months ended December 31, 2020 was $97,000. Care Smile was voluntarily dissolved on November 24, 2020. The Company leases certain facilities from related parties under operating leases expiring through 2036. Rent expenses totaled $21,000 for the twelve months ended December 31, 2021. On July 13, 2021, the Company entered into the Advisory Agreement the Advisor, the substance of which is described in detail in Note 8—Stockholders Equity—Related Advisory Agreement. The relative fair value method was used to allocate the $5.0 million purchase price between the shares of Class A Common Stock and the Series A Warrants under the Subscription Agreement. The Company recorded the excess of the grant date fair value difference between the fair value of the equity and Series A Warrants instruments at the grant date (July 13, 2021) as prepaid service contracts totaling $14.5 million, subject to amortization over the terms of the respective agreements. In the twelve months ended December 31, 2021, the Company recognized $215,000 of expense related to amortization of the prepaid service contracts. The Series B Warrants were assigned a value of $0 as the vesting was not probable at issuance through the twelve months ended December 31, 2021. The grant date fair value of the Series B Warrants will be used to determine the cost of these awards upon the opening of the 12 future sites not yet identified. On July 13, 2021 the Company’s board of directors appointed Mr. Bryan Cho, an Executive Vice President of Related, to serve as a Class III director of the Company. The appointment of Mr. Cho was made in connection with the Advisory Agreement, which provides the Advisor with the right to designate a director to serve on the Company’s board of directors, subject to the continuing satisfaction of certain conditions, including that the Advisor and its affiliates maintain ownership of at least 500,000 shares of Class A Common Stock. The board of directors has determined that Mr. Cho is independent under the rules of the Nasdaq Stock Market, LLC. Mr. Cho has been appointed to serve as a member on the Compensation Committee and Nominating and Governance Committee of the Board. As a director of the Company, Mr. Cho will receive compensation in the same manner as the Company’s other non-employee |
Operating Leases and Commitment
Operating Leases and Commitments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating Leases and Commitments | NOTE 11. OPERATING LEASES AND COMMITMENTS The Company has entered into non-cancelable one in thousands Amount Remainder of 2022 $ 8,381 2023 13,531 2024 13,440 2025 13,130 2026 12,556 Thereafter 139,501 Total $ 200,539 Rent expense, including related property taxes, sales taxes, and utilities, was approximately $4.3 million and $700,000 for the three months ended March 31, 2022 and 2021, respectively. Rent expense is included in general and administrative expenses in our condensed consolidated statements of operations. | NOTE 12. OPERATING LEASES AND COMMITMENTS The Company has entered into non-cancelable one Amount 2022 $ 10,087 2023 10,028 2024 9,715 2025 9,374 2026 8,685 Thereafter 58,763 Total $ 106,652 Rent expense, including other related expenses for property taxes, sale taxes, and utilities, was approximately $7.2 million for the twelve months ended December 31, 2021 and $1.5 million for the twelve months ended December 31, 2020, respectively. Rent expense is included in Corporate General and Administrative Expenses in the consolidated statements of operations. |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | NOTE 12. INCOME TAXES Prior to the completion of the Business Combination, CMG was a limited liability company and treated as a partnership for federal and state income tax purposes. A partnership is not a tax-paying Income tax provision for the three months ended March 31, 2022 was $181,000, compared to $0 for the three months ended March 31, 2021. The effective tax rate for the three months ended March 31, 2022 was (1.1)% based on the assessment of a full valuation allowance, excluding a portion attributable to a “naked credit” deferred tax liability. | NOTE 13. INCOME TAXES Prior to the Business Combination on June 8, 2021, CMG was taxed as a partnership for income tax purposes whereby the owners were subject to and liable for the income taxes on earnings of the company. No income tax expense or deferred taxes were recorded by CMG for a prior period and as such no comparable prior year amounts are disclosed. As a result of the current year Business Combination, the tax status of CMG was changed from a partnership to a C Corporation. The components of income tax expense (benefit) from continuing operations for the twelve months ended December 31, 2021 are as follows (in thousands): December 31, Deferred: Federal $ 126 State 33 (Decrease) Increase in valuation allowance — Total income tax expense $ 159 The reconciliation between the effective tax rate and the statutory tax rate is as follows: December 31, Federal statutory rate 21.0 % State statutory rate, net of federal benefit 4.9 % Nondeductible Transaction Costs (14.2 %) Nondeductible/nontaxable or other items (0.2 %) PPP Loan Forgiveness 8.1 % Change in valuation allowance (22.1 %) Income tax (expense) (2.5 %) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The primary temporary differences that give rise to the deferred tax assets and liabilities are depreciation and amortization, interest expense, and net operating loss carryforwards. The deferred tax assets and liabilities consisted of the following at December 31, 2021 (in thousands): December 31, Deferred tax assets: Accrued Expenses $ 2,257 Warrant Liabilities 2,219 Loss carryforwards 15,982 Interest carryforward 6,962 Other — Total deferred tax assets 27,420 Valuation allowance (26,128 ) Net deferred tax assets 1,292 Deferred tax liabilities: Intangibles (1,480 ) Property, plant and equipment (18 ) Prepaid Expenses (219 ) Other — Total deferred tax liabilities (1,717 ) Deferred tax liabilities, net $ (425 ) The deferred tax assets were fully offset by a valuation allowance at December 31, 2021, except for a portion attributable to a “naked credit” deferred tax liability. As of December 31, 2021 we had federal and state tax loss carryforwards of $60.2 million and $60.9 million, respectively. Federal net operating losses of $9.0 million generated prior to December 31, 2017 will expire in 2037 if not utilized. Federal net operating losses generated after January 1, 2018 will have an indefinite carryforward period. We anticipate approximately $43.9 million in losses and $21.9 million of business expense limitation carried over from the Business Combination with IMC on June 8, 2021 will be subject to potential Section 382 limitations. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2021. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. We have indefinitely-lived intangible assets consisting of goodwill. Pursuant to FASB ASC 350-10, tax-deductibility We are subject to taxation in the United States and Florida. As of December 31, 2021, all tax years from 2017 remain open to examination by the major taxing jurisdictions to which we are subject due to our net operating loss and credit carryforwards from those years. We believe that the income tax filing positions will be sustained on audit and do not anticipate any adjustments that will result in a material change. Therefore, no reserve for uncertain income tax positions has been recorded. Interest and penalties, if any, associated with income tax examinations will be to record such items as a component of income taxes. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | NOTE 13. COMMITMENTS AND CONTINGENCIES Compliance The health care industry is subject to numerous laws and regulations of federal, state, and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statues and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with imposition of significant fines and penalties, as well as significant repayments for patient services billed. Compliance with these laws and regulations, specifically those related to the Medicare and Medicaid programs, can be subject to government review and interpretation, as well as regulatory actions unknown and not yet asserted at this time. Management believes that the Company is in substantial compliance with current laws and regulations. Litigation The Company is involved in various legal actions arising in the normal course of business. Management has not identified any legal actions during the three months ended March 31, 2022 that were deemed to be material. | NOTE 14. COMMITMENTS AND CONTINGENCIES Compliance The health care industry is subject to numerous laws and regulations of federal, state, and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statues and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with imposition of significant fines and penalties, as well as significant repayments for patient services billed. Compliance with these laws and regulations, specifically those related to the Medicare and Medicaid programs, can be subject to government review and interpretation, as well as regulatory actions unknown and not yet asserted at this time. Management believes that the Company is in substantial compliance with current laws and regulations. Malpractice Professional Liability Insurance The Company may be a party to claims filed against it in the normal course of business, principally related to malpractice assertions. The Company has professional liability insurance coverage on a claims-made basis. Current per claim coverage is limited to $1.0 million and aggregate annual claims of $3.0 million. Should this claims-made policy not be renewed or replaced with equivalent insurance, claims based on incidents occurring during the term of the claims-made policy but reported in subsequent periods would be uninsured. The Company has determined that no accrual is necessary for incurred but not reported (“IBNR”) claims as of December 31, 2021 and 2020. The Company has secured coverage through May 2022, and intends to renew coverage beyond this date. Litigation The Company is involved in various legal actions arising in the normal course of business. Management has not identified any legal actions during the fiscal year ended December 31, 2021 that were deemed to be material. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | NOTE 14. VARIABLE INTEREST ENTITIES Medical Care of NY, P.C. and Medical Care of Tennessee, PLLC (together, the “PCs”) were established in 2022 to employ healthcare providers to deliver healthcare services to patients in New York and Tennessee. The Company concluded that it has variable interest in the PCs on the basis of its Administrative Service Agreements (the “ASAs”) which provide for a management fee payable to the Company from the PCs in exchange for providing management and administrative services which creates risk and a potential return to the Company. The PCs’ equity at risk, as defined by GAAP, is insufficient to finance their activities without additional support, and therefore, the PCs are considered to be VIEs. In order to determine whether the Company has a controlling financial interest in the PCs, and, thus, is the PCs’ primary beneficiary, the Company considered whether it has i) the power to direct the activities of PCs that most significantly impacts their economic performance and ii) the obligation to absorb losses of the PCs or the right to receive benefits from the PCs that could potentially be significant to them. The Company concluded that the shareholder and employees of the PCs have no individual power to direct activities of the PCs that most significantly impact their economic performance. Under the ASAs, the Company is responsible for providing services that impact the growth of the patient population of the PCs, the management of that population’s healthcare needs, the provision of required healthcare services to those patients, and the PCs’ ability to receive revenue from health plans. In addition, the Company’s variable interest in the PCs provides the Company with the right to receive benefits that could potentially be significant to them. The single member of the PCs is an employee of the Company. Based on this analysis the Company concluded that it is the primary beneficiary of the PCs and therefore consolidates the balance sheet, results of operations and cash flow of the PCs. Assets and liabilities of the PCs were as follows ( in thousands March 31, December 31, Total assets $ 1,500 $ — Total liabilities $ 1,500 $ — No revenues or expenses have been generated or incurred by the PCs during the three months ended March 31, 2022. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 15. SUBSEQUENT EVENTS On May 10, 2022 (the “Credit Agreement Closing Date”), the Company entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, certain of the Company’s subsidiaries as guarantors (the “Subsidiary Guarantors”), Jefferies Finance LLC, as Administrative Agent, Collateral Agent, Sole Lead Arranger and Bookrunner, BlackRock Financial Management (as defined in the Credit Agreement), as Lead Manager, Crestline Direct Finance, L.P., as Documentation Agent, and certain other banks and financial institutions serving as lenders (collectively with their successors and assigns, the “Lenders”). The Credit Agreement provides for an aggregate of up to $300.0 million in term loans, comprised of (i) initial term loans in an aggregate principal amount of $190.0 million (the “Initial Term Loans”), which will be fully drawn on the Credit Agreement Closing Date and (ii) a delayed draw term loan facility in an aggregate principal amount of $110.0 million (the “Delayed Draw Term Loans” and together with the Initial Term Loans, the “Term Loans”), which will be available to be drawn in up to five (5) borrowings from and after the Credit Agreement Closing Date until the eighteen (18) month anniversary of the Credit Agreement Closing Date under certain circumstances to finance permitted acquisitions and similar permitted investments, de novo center growth and optimization of de novo centers and management services organization performance, as set forth in the Credit Agreement. The Credit Agreement provides that it may be amended to provide for a $30.0 million revolving credit facility, of which up to $5.0 million may be used for revolving loans for general corporate purposes and up to $30.0 million may be used to issue letters of credit (the “Revolving Facility” and, together with the Term Loans, the “Credit Facilities”). The Credit Agreement also provides for certain uncommitted incremental facilities. The Company is using approximately $120.3 million of the net proceeds of the Initial Term Loans to repay its outstanding obligations under that certain credit agreement, dated June 8, 2021, as amended (the “Existing Credit Agreement”). During the second quarter 2022, the Company expects to recognize estimated debt extinguishment loss of $6.3 million related to early repayment of the Existing Credit Agreement. At the Company’s option, borrowings under the Credit Agreement bear interest at: (i) the Alternate Base Rate (defined as the highest of (a) the U.S. Prime Lending Rate as published in The Wall Street Journal one-month, six-month Amortization payments with respect to the Initial Term Loans will be payable in quarterly installments, commencing on March 31, 2024, in aggregate principal amounts equal to 0.25% of the original aggregate principal amount of the Initial Term Loans, and amortization with respect to any Delayed Draw Term Loans will be payable in quarterly installments, commencing on March 31, 2024, in aggregate principal amounts equal to 0.25% of the original aggregate principal amount of each funded Delayed Draw Term Loan. In addition, the Credit Agreement provides for certain mandatory prepayments based on the Company’s secured leverage ratio or upon any asset sale and provides for prepayment penalties of up to 3.00% in certain circumstances. All amounts owed under the Credit Facilities are due and payable on the five-year anniversary of the Credit Agreement Closing Date (the “Maturity Date”), or earlier following a change in control or an event of default, unless otherwise extended in accordance with the terms of the Credit Agreement. The Credit Agreement contains certain covenants that limit, among other things, the ability of the Company and its subsidiaries to incur additional indebtedness, liens or encumbrances, to make certain investments, to enter into sale-leaseback transactions or sell certain assets, to make certain restricted payments or pay dividends, to enter into consolidations, to transact with affiliates and to amend certain agreements, subject in each case to the exceptions and other qualifications as provided in the Credit Agreement. The Credit Agreement also contains covenants that require the Company to satisfy a minimum liquidity requirement of $50.0 million, which may be decreased to $25.0 million if the Company achieves a certain adjusted EBITDA, and maintain a maximum total leverage ratio based on the Company’s adjusted EBITDA, with de novo losses excluded from the calculation of such ratio for up to 36 months after the opening of a de novo center, which maximum total leverage ratio will initially be 8.5 to 1 and is subject to a series of step-downs. For the fiscal quarters ending September 30, 2026 and thereafter the Company must maintain a maximum total leverage ratio no greater than 5.50 to 1.00. All obligations under the Credit Agreement are guaranteed by the Company and the Subsidiary Guarantors, and all obligations under the Credit Agreement, including the guarantees of those obligations, are secured by substantially all of the assets of the Company and the Subsidiary Guarantors subject to customary exceptions and qualifications. The Credit Agreement contains customary events of default, with default interest of 2% in excess of the non-default | NOTE 15. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-K, |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X. omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (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. The condensed consolidated balance sheet at December 31, 2021, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2021 as filed with the SEC on March 16, 2022. Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation. Such reclassifications have not materially affected previously reported amounts. In the opinion of management, the accompanying unaudited and condensed consolidated financial statements include all adjustments of a normal recurring nature, which are necessary for a fair statement of financial position, operating results and cash flows for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. Pursuant to the Business Combination, the acquisition of CMG by DFHT was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, DFHT was treated as the “acquired” company. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of CMG issuing equity for the net assets of DFHT, accompanied by a recapitalization. The net assets of DFHT were stated at historical cost, with no goodwill or other intangible assets recorded. Further, CMG was determined to be the accounting acquirer in the acquisition of IMC (the “IMC Acquisition”), as such, the acquisition was considered a business combination under Accounting Standard Codification (“ASC”) Topic 805, Business Combinations Unless otherwise noted, information for periods prior to the Closing Date reflects the financial information of CMG only. The condensed consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the account of CareMax Inc. and its wholly owned subsidiaries (collectively “CareMax” or “the Company”). Intercompany accounts and transactions have been eliminated. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for annual financial information and in accordance with the instructions to Form 10-K S-X Pursuant to the Business Combination, the acquisition of CMG by DFHT was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, DFHT was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of CMG issuing equity for the net assets of DFHT, accompanied by a recapitalization. The net assets of DFHT are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of CMG. Further, CMG was determined to be the accounting acquirer in the acquisition of IMC (the “IMC Acquisition”), as such, the acquisition is considered a business combination under Accounting Standards Codification (“ASC”) Topic 805, “ Business Combinations The consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. |
Segment Financial Information | Segment Financial Information The Company’s chief operating decision maker regularly reviews financial operating results on a condensed consolidated basis for purposes of allocating resources and evaluating financial performance. The Company identifies operating segments based on this review by its chief operating decision makers and operates in and reports as a single operating segment, the objective of 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. | Segment Financial Information The Company’s chief operating decision maker regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company identifies operating segments based on this review by its chief operating decision maker and operates in and reports as a single operating segment, which is to care for its patients’ needs. For the periods presented, all of the Company’s long-lived assets were located in the United States, and all revenue was earned in the United States. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed. The Company bases its estimates on the available information, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include, but are not limited to, purchase price allocations, including fair value estimates of intangibles and contingent consideration; the valuation of and related impairment recognitions of long-lived assets; the valuation of the derivative warrant liabilities; the estimated useful lives of fixed assets and intangible assets, including internally developed software; settlements related to revenue and the revenue accrual and accrued expenses. Actual results could differ from those estimates. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to nonemerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, as an emerging growth company, the Company is exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and the Company’s independent registered public accounting firm is not required to evaluate and report on the effectiveness of internal control over financial reporting. | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to nonemerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, as an emerging growth company, the Company is exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and the Company’s independent registered public accounting firm is not required to evaluate and report on the effectiveness of internal control over financial reporting. |
Acquisitions | Acquisitions The Company accounts for business combinations under the acquisition method of accounting, in accordance with ASC Topic 805, Business Combinations | |
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 Medicare Risk-based and Medicaid Risk-based revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage and Medicaid managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment of At-risk 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; and • For fee for service activities, the payors (for example, Medicare, Medicaid, comm e The Company has elected the practical expedient allowed under ASC 606-10-32-18, “Revenue from Contracts with Customers-The Existence of a Significant Financing Component in the Contract,” 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 ASC 340-40-25-4, “Other Assets and Deferred Costs,” 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 twelve months ended December 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. Other Revenue Other revenue includes professional capitation payments. These revenues are a fixed amount of money per patient per month paid in advance for the delivery of primary care services only, whereby the Company is not liable for medical costs in excess of the fixed payment. Capitated revenues are typically prepaid monthly to the Company based on the number of patients selecting us as their primary care provider. Our capitated rates are fixed, contractual rates. Incentive payments for Healthcare Effectiveness Data and Information Set (“HEDIS”) and any services paid on a fee for service basis by a health plan are also included in other revenue. Other revenue also includes ancillary fees earned under contracts with certain payors for the provision of certain care coordination and other care management services. These services are provided to patients covered by these payors regardless of whether those patients receive their care from our affiliated medical groups. Revenue for primary care service for patients in a partial risk or up-side | |
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 and accounts receivable. The Company’s cash balances with individual banking institutions are in excess of federally insured limits from time to time. The Company has not experienced any losses on its deposits of cash and cash equivalents. Our three largest payor relationships were with Anthem, Humana and Centene, which as of March 31, 2022 represented 24%, 16%, and 26% of our accounts receivable balance, respectively. As of December 31, 2021, Anthem, Humana and Centene represented represented 27%, 12% and 23% of our accounts receivable balance, respectively. Anthem, Humana and Centene represented 35%, 17%, and 16% of the Company’s revenues during the three months ended March 31, 2022 (86%, 11% and 0% during the three months ended March 31, 2021). | Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable. The Company’s cash balances with individual banking institutions are in excess of federally insured limits from time to time. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. Anthem, Inc. (“Anthem”) represented approximately 27% and 100% of the Company’s accounts receivable balance as of December 31, 2021 and December 31, 2020, respectively. Anthem represented 35% and 93% of the Company’s revenues for the three months ended December 31, 2021 and 2020 and 48% and 96% of the Company’s revenues for the twelve months ended December 31, 2021 and 2020, respectively. |
Receivable [Policy Text Block] | Accounts Receivable Accounts receivable are carried at the amounts the Company deems collectible. Accordingly, an allowance is provided based on credit losses expected over the contractual term. Accounts receivable are written off when they are deemed uncollectible. As of December 31, 2021 and 2020, the Company believes no allowance is necessary. | |
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 Level 1—defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active. Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | |
Derivative Instruments | Derivative Instruments 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 and contingent consideration, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 “Distinguishing Liabilities from Equity,” 815-15, “Derivatives and Hedging — Embedded Derivatives. re-assessed The Company issued 2,875,000 common stock warrants in connection with DFHT’s initial public offering (the “IPO”) (the “Public Warrants”). Simultaneously with the closing of the IPO, DFHT consummated the private placement of 2,916,667 common stock warrants (the “Private Placement Warrants”). The Public Warrants and Private Placement Warrants are accounted for as derivative warrant liabilities in accordance with ASC 815-40, Derivatives and Hedging — Contracts in an Entity’s Own Equity re-measurement In connection with the Business Combination, up to 6,400,000 815-40, Derivatives and Hedging—Contracts in an Entity’s Own Equity re-measurement re-assessed 815-40 Derivatives and Hedging—Contracts in an Entity’s Own Equity | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of consideration transferred in excess of the fair value of net assets acquired through business acquisitions. Pursuant to ASC 350, “Intangibles – Goodwill and Other,” we review goodwill annually in the fourth 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 2021, and it was determined that the fair value of goodwill was in excess of the carrying value, therefore no impairment was necessary. Intangible assets with a finite useful life are amortized over their useful lives. We review the recoverability of any long-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. | |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-lived Assets Long-lived assets, such as equipment, improvements, and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the use and eventual disposition of the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value. | |
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 | |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes 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, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. | |
External Provider Costs | External Provider Costs External Provider Costs 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. | |
Share-Based Compensation Expense | Share-Based Compensation Expense The Company periodically issues Restricted Stock Units (“RSU’s”), Performance Share Units (“PSUs”), and Stock Options (“Options”) as share-based compensation to employees and non-employees non-capital Compensation — Stock Compensation (Topic 718), whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered. The Company accounts for stock-based compensation issued to non-employees 2018-07, Improvements to Nonemployee Share-Based Payment Accounting Measurement non-employees non-employees The fair value of the Company’s Options, RSUs and PSUs are estimated using the Black-Scholes-Merton Option Pricing model and a Monte Carlo simulation, respectively, which use certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or stock, and future dividends. Compensation expense for Options , RSUs - Stockholders Equity | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company follows the provisions of ASC Topic 260, Earnings Per Share Net Income (Loss) Per Share. | |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements The Company has elected to defer compliance with ASC 842, Leases -Company adopted ASC 842 for the annual reporting period beginning January 1, 2022 and interim reporting periods within the annual reporting period beginning after December 15, 2022. As such, the Company has continued to present accounting for leases in its condensed consolidated financial statements in accordance with ASC 840 in this Quarterly Report on Form 10-Q. 10-K In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, No. 2020-03, In March 2020, the FASB issued temporary guidance to ease the potential burden in accounting for reference rate reform primarily resulting from the discontinuation of LIBOR. In addition, in January 2021, the FASB issued guidance which refined the scope of ASC 848, Reference Rate Reform, and clarified some of its guidance as part of FASB’s ongoing monitoring of global reference rate reform activities. This guidance permitted entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, computing variation margin settlements and calculating price alignment interest in connection with reference rate reform activities under way in global financial markets. An entity may apply these amendments prospectively through December 31, 2022. The Company is currently evaluating the effect the update will have on its condensed consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, 2021-08 We do not expect that any other recently issued accounting guidance will have a significant effect on our condensed consolidated financial statements. | Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases 2016-02”), right-of-use 2016-02 2020-05, Revenue from Contracts with Customers and Leases non-issuers 2016-02 2016-02 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 introduced a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance became effective for us beginning January , . The new current expected credit losses 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 adopted this standard on January , and does not believe adoption will have a material effect on its consolidated financial statements. 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” 2020-01”). 2020-01 2020-01 In March 2020, the FASB issued guidance to provide temporary optional expedients and exceptions through December 31, 2022 to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (SOFR). The amendments are effective for all entities from the beginning of an interim period that includes the issuance date of the ASU. An entity may elect to apply the amendments prospectively through December , . The Company is currently evaluating the effect the update will have on its consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, 2021-08 We do not expect that any other recently issued accounting guidance will have a significant effect on our consolidated financial statements. |
Variable Interest Entities | Variable Interest Entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical information, among other factors. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights and determines which business entity is the primary beneficiary of the VIE. The Company consolidates VIEs when it is determined that the Company is the primary beneficiary of the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. Refer to Note 14 “ Variable Interest Entities | |
Significant Accounting Policies | Significant Accounting Policies Other than addition of the Variable Interest Entity policy, there have been no changes to our critical accounting policies and estimates as described in our Annual Report on Form 10-K |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives of Property and Equipment | 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 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
IMC | |
Business Acquisition [Line Items] | |
Summary of Purchase Consideration | The purchase consideration was comprised of the following (in thousands): Cash consideration (1) $ 172,302 Share consideration (2) $ 155,347 Contingent consideration (3) $ 40,785 Other consideration (4) $ 1,271 (1) Represents cash consideration inclusive of the payment of $79.8 million of IMC debt simultaneous with the Closing and the reimbursement of IMC Parent’s transaction costs of $7.3 million. (2) Represent the issuance of 10,412,023 shares of Class A Common Stock, which shares were issued at a reference price of $10.00 per share, but the value of which was $14.92 per share, the closing price on the date of the IMC Acquisition. (3) Represents the fair value of equity-classified contingent consideration. (4) Represents the fair value of cash and equity purchase consideration held in escrow pending the finalization of final closing adjustments. |
Summary of Purchase Consideration and Preliminary Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the purchase consideration and the preliminary fair value of the assets acquired and liabilities assumed ( in thousands Purchase price Cash $ 14,842 Accounts receivable 21,298 Other current assets 1,446 Property, plant, & equipment 6,198 Intangible assets 34,121 Other assets 448 Accounts payable and accrued expenses (8,793 ) Long term debt (197 ) Other long term liabilities (1,898 ) Net Assets Acquired 67,465 Excess of Consideration over Net Assets Acquired 302,240 Total Consideration $ 369,705 |
SMA Entities | |
Business Acquisition [Line Items] | |
Summary of Purchase Consideration | The purchase consideration was comprised of the following ( in thousands Cash consideration (1) $ 52,000 Share consideration (2) $ 5,027 (1) Represents cash consideration of $52.0 million inclusive of $2.5 million held in escrow and $145,000 in SMA seller transaction cost. (2) Represents equity consideration of 384,615 shares of Class A Common Stock valued at $5.0 million based on the June 18, 2021 closing price of $13.07. |
Summary of Purchase Consideration and Preliminary Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid and the preliminary fair value of the assets acquired and liabilities assumed ( in thousand Purchase price Cash $ 73 Accounts receivable 1,830 Property, plant, & equipment 178 Intangible assets 9,404 Other assets 29 Accounts payable and accrued expenses (178 ) Net Assets Acquired 11,336 Excess of Consideration over Net Assets Acquired 45,691 Total Consideration $ 57,027 |
DNF | |
Business Acquisition [Line Items] | |
Summary of Purchase Consideration | The purchase consideration was comprised of the following ( in thousands Cash consideration (1) $ 88,118 Share consideration (2) $ 26,072 (1) Represents cash consideration of $88.1 million inclusive of $11.0 million held in escrow and $242,000 in DNF seller transaction costs. (2) Represents equity consideration of 2,741,528 shares of Class A Common Stock valued at $26.1 million based on the September 1, 2021 closing price of $9.51. |
Summary of Purchase Consideration and Preliminary Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the purchase consideration and the preliminary fair value of the assets acquired ( in thousands Purchase price Accounts receivable $ 3,732 Property, plant, & equipment 3,520 Intangible assets 15,329 Other assets 65 Net Assets Acquired 22,646 Excess of Consideration over Net Assets Acquired 91,544 Total Consideration $ 114,190 |
Advantis | |
Business Acquisition [Line Items] | |
Summary of Purchase Consideration | The purchase consideration was comprised of the following ( in thousands Cash consideration (1) $ 9,865 Share consideration (2) $ 1,107 (1) Represents cash consideration of $9.9 million inclusive of $900,000 held in escrow and $60,000 in Advantis seller transaction cost (2) Represents equity consideration of 145,883 shares of Class A Common Stock valued at $1.1 million based on the December 22, 2021 closing price of $7.59. |
Summary of Purchase Consideration and Preliminary Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the purchase consideration and the preliminary fair value of the assets acquired ( in thousands) Purchase price Accounts receivable $ 242 Property, plant, & equipment 18 Intangible assets 1,064 Other assets 20 Net Assets Acquired 1,344 Excess of Consideration over Net Assets Acquired 9,628 Total Consideration $ 10,972 |
Business Intelligence & Analytics LLC | |
Business Acquisition [Line Items] | |
Summary of Purchase Consideration | The purchase consideration was comprised of the following ( in thousands Cash consideration (1) $ 4,000 Share consideration (2) $ 1,124 (1) Represents cash consideration of $4.0 million. (2) Represents equity consideration of 148,104 shares of Class A Common Stock valued at $1.1 million based on the December 22, 2021 closing price of $7.59. |
Summary of Purchase Consideration and Preliminary Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the purchase consideration and the preliminary fair value of the assets acquired ( in thousands) Purchase price Intangible assets 289 Net Assets Acquired 289 Excess of Consideration over Net Assets Acquired 4,835 Total Consideration $ 5,124 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Summary of Changes in Carrying Amount of Goodwill | The following table summarizes changes in the carrying amount of goodwill for the three months ended March 31, 2022 ( in thousands Carrying Balance at December 31, 2021 $ 464,566 Measurement period adjustments (302 ) Balance at March 31, 2022 $ 464,264 | The following table shows changes in the carrying amount of goodwill from December 31, 2020 to December 31, 2021 ( in thousands Carrying Balance at December 31, 2020 $ 10,068 Acquired goodwill during the period 454,498 Balance at December 31, 2021 $ 464,566 |
Summary of Gross Carrying Amount and Accumulated Amortization of Intangible Assets by Major Class | The following tables summarize gross carrying amounts and accumulated amortization of intangible assets by major class ( in thousands Gross Accumulated Net Book Weighted March 31, 2022 Risk Contracts $ 64,570 $ (13,226 ) $ 51,343 7 Non-compete $ 4,170 $ (892 ) $ 3,278 5 Trademarks 1,862 (1,114 ) 748 2 Other 251 (16 ) 235 5 Total $ 70,852 $ (15,248 ) $ 55,604 Gross Accumulated Net Book Weighted December 31, 2021 Risk Contracts $ 64,822 $ (9,818 ) $ 55,004 7 Non-compete $ 4,202 $ (686 ) $ 3,516 5 Trademarks $ 1,867 $ (827 ) $ 1,040 2 Other $ 251 $ — $ 251 5 Total $ 71,141 $ (11,331 ) $ 59,811 | The following table summarizes the gross carrying amounts and accumulated amortization of intangible assets by major class ( in thousands Gross Carrying Accumulated Net Book Weighted Average December 31, 2021 Risk Contracts $ 64,822 $ (9,818 ) $ 55,004 7 Non-compete 4,202 (686 ) 3,516 5 Trademarks 1,867 (827 ) 1,040 2 Patents/Developed Technology 235 — 235 5 In-Process 16 — 16 1 Total $ 71,141 $ (11,331 ) $ 59,811 Gross Carrying Accumulated Net Book Weighted Average December 31, 2020 Risk Contracts $ 8,174 $ (682 ) $ 7,492 11 Non-compete 1,320 (237 ) 1,083 5 Total $ 9,494 $ (919 ) $ 8,575 |
Schedule of Estimated Amortization Expense Related to Fair Value of Acquired Intangible Assets | The estimated amortization expense related to the fair value of acquired intangible assets for each of the succeeding five years and thereafter is ( in thousands 2022 $ 15,134 2023 12,234 2024 10,199 2025 8,547 2026 7,616 Thereafter 6,082 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Summary of Property and Equipment | A summary of property and equipment at March 31, 2022 and December 31, 2021 is as follows ( in thousands March 31, December 31, Leasehold improvements $ 7,648 $ 7,516 Vehicles 3,711 3,711 Furniture and equipment 5,509 5,470 Software 3,465 2,950 Construction in progress 3,523 2,254 Total 23,856 21,902 Less: Accumulated depreciation (6,961 ) (5,909 ) Total Property and equipment, net $ 16,895 $ 15,993 | A summary of property and equipment at December 31, 2021 and December 31, 2020 is as follows ( in thousands December 31, 2021 December 31, 2020 Leasehold improvements $ 7,516 $ 2,726 Vehicles 3,711 2,823 Furniture and equipment 5,470 1,983 Software 2,950 — Construction in progress 2,254 360 Total 21,902 7,892 Less: Accumulated depreciation (5,909 ) (3,096 ) Total Property and equipment, net $ 15,993 $ 4,796 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Summary of Long-Term Debt | As at March 31, 2022 and December 31, 2021, long term debt consisted of the following ( in thousands March 31, December 31, Secured term loans $ 120,313 $ 121,875 Other 58 65 Unamortized debt issuance costs (4,438 ) (4,704 ) 115,932 117,236 Current portion (6,272 ) (6,275 ) Long-term portion $ 109,660 $ 110,960 | Long-term debt consisted of the following at December 31, 2021 and December 31, 2020 ( in thousands December 31, December 31, Secured term loans $ 121,875 $ 24,184 Payroll protection plan — 2,164 Other 65 1,358 Unamortized debt issuance costs (4,704 ) (377 ) 117,236 27,329 Current portion (6,275 ) (1,004 ) Long-term portion $ 110,960 $ 26,325 |
Summary of Future Maturities of Debt Outstanding | Future maturities of debt outstanding at March 31, 2022 were as follows ( in thousands Amount Remainder of 2022 4,706 2023 6,265 2024 8,611 2025 11,726 2026 89,063 Total $ 120,370 | Future maturities of debt outstanding at December 31, 2021 are as follows ( in thousands Amount 2022 $ 6,275 2023 6,265 2024 8,611 2025 11,726 2026 89,063 Total $ 121,940 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summary of RSUs Activity | The following table summarizes the activity related to the Company’s RSUs for the twelve months ended December 31, 2021 (in thousands, except for weighted average grant date fair value): Number of Wtd. Avg. Outstanding as of January 1, 2021 — $ — Granted 975 $ 7.92 Vested — $ — Forfeited — $ — Unvested and outstanding as of December 31, 2021 975 $ 7.92 |
Summary of PSUs Activity | The following table summarizes the activity related to the Company’s PSUs for the twelve months ended December 31, 2021 (in thousands, except for weighted average grant date fair value): Number of Wtd. Avg. Outstanding as of January 1, 2021 — $ — Granted 66 $ 6.05 Vested — $ — Forfeited — $ — Unvested and outstanding as of December 31, 2021 66 $ 6.05 |
Assumptions Used to Calculate Fair Value of PSUs | The fair-value of the PSU’s with market-based vesting conditions was determined on the date of grant using a Monte Carlo model to simulate total stockholder return for the Company and peer companies with the following assumptions: Performance Period 1.7 Weighted-Average risk-free interest rate 0.37 % Weighted-average volatility 55.0 % Weighted-average dividend yield 0.0 % |
Summary of Options Activity | The following table summarizes the activity related to the Company’s Options for the twelve months ended December 31, 2021 (in thousands, except for weighted average grant date fair value): Number of Wtd. Avg. Outstanding as of January 1, 2021 — $ — Granted 131 $ 5.82 Vested — $ — Forfeited — $ — Unvested and outstanding as of December 31, 2021 131 $ 5.82 |
Assumptions Used to Calculate Fair Value of Options | The fair-value of the Options with market-based vesting conditions was determined on the date of grant using a Black-Scholes-Merton Option Pricing model to simulate total stockholder return for the Company and peer companies with the following assumptions: Performance Period 0.8 Weighted-Average risk-free interest rate 1.55 % Weighted-average volatility 54.7 % Weighted-average dividend yield 0.0 % |
Schedule of Share-based Compensation Expense Recognized | The company recognized share-based compensation expense as follows (in thousands): December 31, December 31, RSU’s $ 290 $ — PSU’s 41 — Options 44 — Class A Common Stock 966 — Total share-based compensation expense $ 1,341 $ — |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Summary of Calculation of Basic and Diluted Earnings Per Share | The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted-average number of common share outstanding for the period subsequent to the transactions that occurred in connection with the Business Combination ( in thousands, except share and per share data Three Months Ended March 31, 2022 2021 Net (loss) income attributable to CareMax, Inc. class A common stockholders $ (16,797 ) $ 1,302 Weighted average basic shares outstanding 87,367,972 10,796,069 Weighted average diluted shares outstanding 87,367,972 10,796,069 Net (loss) income per share Basic $ (0.19 ) $ 0.12 Diluted $ (0.19 ) $ 0.12 | The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted average number of common share outstanding for the period subsequent to the transactions that occurred in connection with the Business Combination ( in thousands, except share and per share data Twelve Months Ended 2021 2020 Net (loss) income attributable to CareMax, Inc. Class A common stockholders $ (6,675 ) $ 7,601 Weighted average basic shares outstanding 52,620,980 10,796,069 Weighted average diluted shares outstanding 52,620,980 10,796,069 Net (loss) income per share Basic $ (0.13 ) $ 0.70 Diluted $ (0.13 ) $ 0.70 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive or because issuance of shares underlying such securities is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months 2022 2021 Series A Warrants and Series B Warrants 8,000 — Public and Private Warrants 5,792 — Earnout Shares 3,200 — Unvested restricted stock units 1,162 — Unvested performance stock units 66 — Unvested options 131 — Total 18,351 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value ( in thousands March 31, 2022 Quoted Prices Significant Significant Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities $ — $ — $ 11,911 December 31, 2021 Quoted Prices Significant Significant Description (Level 1) (Level 2) (Level 3) Derivative warrant liabilities $ — $ — $ 8,375 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value ( in thousands December 31, 2021 Quoted Prices Significant other Significant other Derivative warrant liabilities $ — $ — $ 8,375 Liability-classified contingent consideration — — 875 |
Schedule of Quantitative Information of Level 3 Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs used in measurement of fair value of Private Placement Warrants: March 31, December 31, Exercise price $ 11.50 $ 11.50 Unit price $ 7.47 $ 7.68 Volatility 50.8 % 37.6 % Expected life of the options to convert 4.19 4.44 Risk-free rate 2.40 % 1.17 % Dividend yield 0.0 % 0.0 % | The following table provides quantitative information regarding Level 3 fair value measurements inputs as of the Closing (June 8, 2021) and December 31, 2021: December 31, June 8, Exercise price $ 11.50 $ 11.50 Unit price $ 7.68 $ 14.92 Volatility 37.6 % 29.8 % Expected life of the options to convert 4.44 5 Risk-free rate 1.17 % 0.77 % Dividend yield 0.0 % 0.0 % The following table provides quantitative information regarding Level 3 fair value measurements of the Related Warrants as of the date of issuance: July 13, Exercise price $ 11.50 Unit price $ 13.30 Volatility 50.9 % Expected life of the options to convert 5.00 Risk-free rate 0.85 % Dividend yield 0.0 % The following table provides quantitative information regarding Level 3 fair value measurements of both tranches of the Contingent Consideration for the CMG Sellers and IMC Parent as of the date in which the First Share Price was triggered, causing the instruments to be re-assessed 815-40 CMG Sellers—First Share Price Trigger July 9, Share Price Trigger $ 12.50 Potential Shares 1,750,000 Beginning Share Price $ 14.09 Volatility 60.7 % Remaining Term 0.92 Risk-free rate 0.22 % Dividend yield 0.0 % CMG Sellers—Second Share Price Trigger July 9, Share Price Trigger $ 15.00 Potential Shares 1,750,000 Beginning Share Price $ 14.09 Volatility 60.7 % Remaining Term 1.92 Risk-free rate 0.22 % Dividend yield 0.0 % IMC Parent—First Share Price Trigger July 9, Share Price Trigger $ 12.50 Potential Shares 1,450,000 Beginning Share Price $ 14.09 Volatility 60.7 % Remaining Term 0.92 Risk-free rate 0.22 % Dividend yield 0.0 % IMC Parent—Second Share Price Trigger July 9, Share Price Trigger $ 15.00 Potential Shares 1,450,000 Beginning Share Price $ 14.09 Volatility 60.7 % Remaining Term 1.92 Risk-free rate 0.22 % Dividend yield 0.0 % |
Schedule of Change in Fair Value of Warrant Liabilities | The change in the fair value of the warrant liabilities for the three months ended March 31, 2022 is summarized as follows ( in thousands Fair value of derivative warrant liabilities at December 31, 2021 $ 8,375 Change in fair value of derivative warrant liabilities 3,536 Fair value of derivative warrant liabilities at March 31, 2022 $ 11,911 | The change in the fair value of the warrant liabilities for the twelve months ended December 31, 2021 is summarized as follows ( in thousands Fair value of derivative warrant liabilities at Closing $ 29,132 Change in fair value of derivative warrant liabilities (20,757 ) Derivative warrant liabilities at December 31, 2021 $ 8,375 |
Operating Leases and Commitme_2
Operating Leases and Commitments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Schedule of Future Minimum Rental Payments | Future minimum rental payments under these lease agreements, including renewal options which are considered reasonably certain of exercise and inclusive of leases which have not yet commenced, consisted of the following at March 31, 2022 ( in thousands Amount Remainder of 2022 $ 8,381 2023 13,531 2024 13,440 2025 13,130 2026 12,556 Thereafter 139,501 Total $ 200,539 | Future minimum rental payments under these lease agreements, including renewal options which are considered reasonably certain of exercise, consisted of the following at December 31, 2021: Amount 2022 $ 10,087 2023 10,028 2024 9,715 2025 9,374 2026 8,685 Thereafter 58,763 Total $ 106,652 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Expense (Benefit) from Continuing Operations | The components of income tax expense (benefit) from continuing operations for the twelve months ended December 31, 2021 are as follows (in thousands): December 31, Deferred: Federal $ 126 State 33 (Decrease) Increase in valuation allowance — Total income tax expense $ 159 |
Summary of Reconciliation Between Effective Tax Rate | The reconciliation between the effective tax rate and the statutory tax rate is as follows: December 31, Federal statutory rate 21.0 % State statutory rate, net of federal benefit 4.9 % Nondeductible Transaction Costs (14.2 %) Nondeductible/nontaxable or other items (0.2 %) PPP Loan Forgiveness 8.1 % Change in valuation allowance (22.1 %) Income tax (expense) (2.5 %) |
Summary of Deferred Tax Assets and Liabilities | The deferred tax assets and liabilities consisted of the following at December 31, 2021 (in thousands): December 31, Deferred tax assets: Accrued Expenses $ 2,257 Warrant Liabilities 2,219 Loss carryforwards 15,982 Interest carryforward 6,962 Other — Total deferred tax assets 27,420 Valuation allowance (26,128 ) Net deferred tax assets 1,292 Deferred tax liabilities: Intangibles (1,480 ) Property, plant and equipment (18 ) Prepaid Expenses (219 ) Other — Total deferred tax liabilities (1,717 ) Deferred tax liabilities, net $ (425 ) |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Assets and liabilities of PCs | Assets and liabilities of the PCs were as follows ( in thousands March 31, December 31, Total assets $ 1,500 $ — Total liabilities $ 1,500 $ — |
Description of Business - Addit
Description of Business - Additional Information (Details) | Jul. 13, 2021shares | Jun. 08, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)BusinessCenter$ / sharesshares | Dec. 31, 2021USD ($)Center$ / sharesshares | Dec. 31, 2020USD ($) |
Description Of Business [Line Items] | |||||
Cash consideration | $ | $ 309,707,000 | $ 2,566,000 | |||
Number of wholly owned operating multi-specialty medical centers | Center | 48 | 45 | |||
Business Combination Agreement | |||||
Description Of Business [Line Items] | |||||
Number of additional business acquired | Business | 3 | ||||
Measurement period adjustments recognized | $ | $ 0 | ||||
Class A Common Stock | |||||
Description Of Business [Line Items] | |||||
Proceeds from the sale of Class A common stock, net of offering costs (in shares) | 500,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Conversion basis | In addition, 3,593,750 shares of Class B Common Stock were converted, on a one-for-one basis, into shares of Class A Common Stock, and as of December 31, 2021, there were no shares of Class B Common Stock issued or outstanding. | ||||
Common stock, shares issued | 87,367,972 | 87,367,972 | |||
Common stock, shares outstanding | 87,367,972 | 87,367,972 | |||
Class A Common Stock | Business Combination Agreement | |||||
Description Of Business [Line Items] | |||||
Proceeds from the sale of Class A common stock, net of offering costs (in shares) | 10,000,000 | ||||
Class B Common Stock | |||||
Description Of Business [Line Items] | |||||
Common stock, shares issued | 0 | ||||
Common stock, shares outstanding | 0 | ||||
Private Placement | Class A Common Stock | Business Combination Agreement | |||||
Description Of Business [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Conversion basis | all of the 3,593,750 issued and outstanding shares of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”), automatically converted, on a one-for-one basis, into shares of Class A Common Stock | ||||
Common stock, shares issued | 3,593,750 | ||||
Common stock, shares outstanding | 3,593,750 | ||||
Private Placement | Class B Common Stock | Business Combination Agreement | |||||
Description Of Business [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
CMG | Business Combination Agreement | |||||
Description Of Business [Line Items] | |||||
Percentage of equity interests acquired | 100.00% | ||||
Cash consideration | $ | $ 364,000,000 | ||||
Purchase consideration, net | $ | $ 229,400,000 | ||||
Business combination purchase consideration percentage | 68.00% | ||||
Adjustment escrow amounts | $ | $ 500,000 | ||||
Adjustment escrow amounts in cash | $ | $ 340,000 | ||||
Adjustment escrow amounts in shares (as a percent) | 68.00% | ||||
CMG | Class A Common Stock | Business Combination Agreement | |||||
Description Of Business [Line Items] | |||||
Authorized earnout shares (in shares) | 3,500,000 | ||||
Adjustment escrow amounts in shares | 16,000 | ||||
Adjustment escrow amounts in shares (as a percent) | 32.00% | ||||
CMG | Private Placement | Class A Common Stock | Business Combination Agreement | |||||
Description Of Business [Line Items] | |||||
Proceeds from the sale of Class A common stock, net of offering costs (in shares) | 10,796,069 | ||||
IMC | |||||
Description Of Business [Line Items] | |||||
Percentage of equity interests acquired | 100.00% | ||||
Cash consideration | $ | $ 172,302,000 | ||||
Purchase consideration, net | $ | $ 369,700,000 | ||||
Reference price (in dollars per share) | $ / shares | $ 10 | ||||
IMC | Business Combination Agreement | |||||
Description Of Business [Line Items] | |||||
Percentage of equity interests acquired | 100.00% | ||||
IMC | Class A Common Stock | |||||
Description Of Business [Line Items] | |||||
Reference price (in dollars per share) | $ / shares | $ 14.92 | ||||
IMC Parent | Business Combination Agreement | |||||
Description Of Business [Line Items] | |||||
Cash consideration | $ | $ 250,000,000 | ||||
Purchase consideration, net | $ | $ 85,200,000 | ||||
Business combination purchase consideration percentage | 45.00% | ||||
Adjustment escrow amounts | $ | $ 1,000,000 | ||||
Adjustment escrow amounts in cash | $ | $ 450,000 | ||||
Adjustment escrow amounts in shares (as a percent) | 45.00% | ||||
IMC Parent | Class A Common Stock | Business Combination Agreement | |||||
Description Of Business [Line Items] | |||||
Reference price (in dollars per share) | $ / shares | $ 10 | ||||
Authorized earnout shares (in shares) | 2,900,000 | ||||
Adjustment escrow amounts in shares | 55,000 | ||||
Adjustment escrow amounts in shares (as a percent) | 55.00% | ||||
IMC Parent | Private Placement | Class A Common Stock | Business Combination Agreement | |||||
Description Of Business [Line Items] | |||||
Proceeds from the sale of Class A common stock, net of offering costs (in shares) | 10,412,023 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Mar. 31, 2021 | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)Portfolioshares | Dec. 31, 2020USD ($) | Jan. 01, 2022USD ($) | |
Summary of Significant Accounting Policies [Line Items] | |||||||
Goodwill | $ 464,264,000 | $ 464,566,000 | $ 10,068,000 | $ 464,566,000 | $ 10,068,000 | ||
Number of portfolio | Portfolio | 1 | ||||||
Revenue practical expedient financing component [true false] | true | ||||||
Revenue practical Expedient incremental cost of obtaining contract [true false] | true | ||||||
Goodwill impairment loss | $ 0 | ||||||
Unrecognized Tax Benefits | 0 | $ 0 | 0 | $ 0 | |||
Total future estimated gross annual lease payments | $ 200,539,000 | $ 106,652,000 | $ 106,652,000 | ||||
ASU 2016-02 | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Total future estimated gross annual lease payments | $ 100,000,000 | ||||||
Percentage of increase in total assets and total liabilities | 12.00% | 12.00% | |||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | ||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2022 | ||||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect | true | ||||||
ASU 2016-13 | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | ||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2022 | ||||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect | true | ||||||
DFHT | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Goodwill | $ 0 | $ 0 | |||||
Other intangible assets | $ 0 | $ 0 | $ 0 | ||||
Public Warrants | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Number of warrants issued | shares | 2,875,000 | ||||||
Private Placement Warrants | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Number of warrants issued | shares | 2,916,667 | ||||||
Class A Common Stock | IMC Parent and CareMax Sellers | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Business combination, contingent consideration, number of shares issued | shares | 6,400,000 | ||||||
Anthem | Credit Concentration Risk | Accounts Receivable | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Concentration risk (as a percentage) | 24.00% | 27.00% | 100.00% | ||||
Anthem | Customer Concentration Risk | Revenue | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Concentration risk (as a percentage) | 35.00% | 35.00% | 86.00% | 93.00% | 48.00% | 96.00% | |
Humana | Credit Concentration Risk | Accounts Receivable | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Concentration risk (as a percentage) | 16.00% | 12.00% | |||||
Humana | Customer Concentration Risk | Revenue | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Concentration risk (as a percentage) | 17.00% | 11.00% | |||||
Centene | Credit Concentration Risk | Accounts Receivable | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Concentration risk (as a percentage) | 26.00% | 23.00% | |||||
Centene | Customer Concentration Risk | Revenue | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Concentration risk (as a percentage) | 16.00% | 0.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Leasehold Improvements | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 15 years |
Leasehold Improvements | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 39 years |
Furniture and Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Furniture and Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 7 years |
Vehicles | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Software | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | Dec. 22, 2021USD ($) | Sep. 01, 2021USD ($) | Jun. 18, 2021USD ($) | Jun. 08, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 22, 2022USD ($) | Dec. 31, 2021USD ($)Business | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | |||||||||
Acquisition-related transaction costs | $ 266,000 | $ 0 | $ 1,522,000 | $ 0 | |||||
Definite-lived intangible assets | $ 92,000 | ||||||||
Revenue | 136,920,000 | 27,918,000 | 295,762,000 | 103,421,000 | |||||
Net income loss before income taxes | $ (16,616,000) | $ 1,302,000 | $ (6,516,000) | $ 7,572,000 | |||||
Risk Contracts | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets amortized period | 7 years | 7 years | 11 years | ||||||
Trademarks | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets amortized period | 2 years | 2 years | |||||||
Non-compete Agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets amortized period | 5 years | 5 years | 5 years | ||||||
Patents/Developed Technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets amortized period | 5 years | ||||||||
In-Process Research and Development | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets amortized period | 1 year | ||||||||
IMC | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, percentage of equity interests acquired | 100.00% | ||||||||
Total purchase consideration | $ 369,700,000 | ||||||||
Business acquisition, goodwill recognized , expected to be tax deductible for income tax purposes | 80,400,000 | ||||||||
Definite-lived intangible assets | $ 34,100,000 | ||||||||
Revenue | $ 148,000,000 | ||||||||
Net income loss before income taxes | 4,100,000 | ||||||||
IMC | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets amortized period | 1 year | ||||||||
IMC | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets amortized period | 6 years | ||||||||
IMC | Risk Contracts | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets | $ 33,900,000 | ||||||||
IMC | Trademarks | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets | $ 263,000 | ||||||||
SMA Entities | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, percentage of equity interests acquired | 100.00% | ||||||||
Business acquisition, goodwill recognized , expected to be tax deductible for income tax purposes | $ 45,000,000 | ||||||||
Acquisition-related transaction costs | 682,000 | ||||||||
Definite-lived intangible assets | $ 9,400,000 | ||||||||
Revenue | 12,000,000 | ||||||||
Net income loss before income taxes | 564,000 | ||||||||
SMA Entities | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets amortized period | 1 year | ||||||||
SMA Entities | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets amortized period | 6 years | ||||||||
SMA Entities | Risk Contracts | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets | $ 8,700,000 | ||||||||
SMA Entities | Non-compete Agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets | $ 622,000 | ||||||||
DNF | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, percentage of equity interests acquired | 100.00% | ||||||||
Total purchase consideration | $ 114,200,000 | ||||||||
Business acquisition, goodwill recognized , expected to be tax deductible for income tax purposes | 90,000,000 | ||||||||
Acquisition-related transaction costs | 1,247,000 | ||||||||
Definite-lived intangible assets | $ 15,300,000 | ||||||||
Revenue | 19,500,000 | ||||||||
Net income loss before income taxes | $ 687,000 | ||||||||
DNF | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets amortized period | 1 year | ||||||||
DNF | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets amortized period | 6 years | ||||||||
DNF | Risk Contracts | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets | $ 13,200,000 | ||||||||
DNF | Trademarks | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets | 638,000 | ||||||||
DNF | Non-compete Agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets | $ 1,500,000 | ||||||||
Advantis | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, percentage of equity interests acquired | 100.00% | ||||||||
Total purchase consideration | $ 11,000,000 | ||||||||
Business acquisition, goodwill recognized , expected to be tax deductible for income tax purposes | 9,600,000 | ||||||||
Acquisition-related transaction costs | $ 671,000 | ||||||||
Definite-lived intangible assets | $ 1,100,000 | ||||||||
Advantis | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets amortized period | 1 year | ||||||||
Advantis | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets amortized period | 6 years | ||||||||
Advantis | Risk Contracts | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets | $ 345,000 | ||||||||
Advantis | Trademarks | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets | 176,000 | ||||||||
Advantis | Non-compete Agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets | $ 544,000 | ||||||||
Business Intelligence & Analytics LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, percentage of equity interests acquired | 100.00% | ||||||||
Total purchase consideration | 5,100,000 | ||||||||
Business acquisition, goodwill recognized , expected to be tax deductible for income tax purposes | $ 4,800,000 | ||||||||
Acquisition-related transaction costs | $ 0 | ||||||||
Definite-lived intangible assets | $ 289,000 | ||||||||
Business Intelligence & Analytics LLC | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets amortized period | 1 year | ||||||||
Business Intelligence & Analytics LLC | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets amortized period | 5 years | ||||||||
Business Intelligence & Analytics LLC | Trademarks | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets | $ 3,000 | ||||||||
Business Intelligence & Analytics LLC | Non-compete Agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets | 35,000 | ||||||||
Business Intelligence & Analytics LLC | Patents/Developed Technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets | 235,000 | ||||||||
Business Intelligence & Analytics LLC | In-Process Research and Development | |||||||||
Business Acquisition [Line Items] | |||||||||
Indefinite lived intangible asset | $ 16,000 | ||||||||
Other Acquisitions | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, percentage of equity interests acquired | 100.00% | ||||||||
Total purchase consideration | $ 3,700,000 | ||||||||
Acquisition-related transaction costs | 250,000 | ||||||||
Definite-lived intangible assets | $ 1,400,000 | ||||||||
Number of additional business acquired | Business | 3 |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchase Consideration (Details) - USD ($) $ in Thousands | Dec. 22, 2021 | Sep. 01, 2021 | Jun. 18, 2021 | Jun. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 309,707 | $ 2,566 | ||||
Share consideration | $ 188,678 | $ 0 | ||||
IMC | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 172,302 | |||||
Share consideration | 155,347 | |||||
Contingent consideration | 40,785 | |||||
Other consideration | $ 1,271 | |||||
DNF | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 88,118 | |||||
Share consideration | $ 26,072 | |||||
SMA Entities | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 52,000 | |||||
Share consideration | $ 5,027 | |||||
Advantis | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 9,865 | |||||
Share consideration | 1,107 | |||||
Business Intelligence & Analytics LLC | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | 4,000 | |||||
Share consideration | $ 1,124 |
Acquisitions - Summary of Pur_2
Acquisitions - Summary of Purchase Consideration (Parenthetical) (Details) - USD ($) | Dec. 22, 2021 | Sep. 01, 2021 | Jun. 18, 2021 | Jun. 08, 2021 |
IMC | ||||
Business Acquisition [Line Items] | ||||
Cash consideration inclusive of payment of debt | $ 79,800,000 | |||
Business acquisition, seller transaction costs | $ 7,300,000 | |||
Business acquisition, share price | $ 10 | |||
IMC | Class A Common Stock | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, equity interest issued number of shares | 10,412,023 | |||
Business acquisition, share price | $ 14.92 | |||
DNF | ||||
Business Acquisition [Line Items] | ||||
Cash consideration inclusive of payment of debt | $ 88,100,000 | |||
Business combination holdback amount | 11,000,000 | |||
Business acquisition, seller transaction costs | 242,000 | |||
Business acquisition, equity interest issued value | $ 26,100,000 | |||
Business acquisition, share price | $ 9.51 | |||
DNF | Class A Common Stock | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, equity interest issued number of shares | 2,741,528 | |||
SMA Entities | ||||
Business Acquisition [Line Items] | ||||
Cash consideration inclusive of payment of debt | $ 52,000,000 | |||
Business combination holdback amount | 2,500,000 | |||
Business acquisition, seller transaction costs | 145,000 | |||
Business acquisition, equity interest issued value | $ 5,000,000 | |||
Business acquisition, share price | $ 13.07 | |||
SMA Entities | Class A Common Stock | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, equity interest issued number of shares | 384,615 | |||
Advantis | ||||
Business Acquisition [Line Items] | ||||
Cash consideration inclusive of payment of debt | $ 9,900,000 | |||
Business combination holdback amount | 900,000 | |||
Business acquisition, seller transaction costs | 60,000 | |||
Business acquisition, equity interest issued value | $ 1,100,000 | |||
Business acquisition, share price | $ 7.59 | |||
Advantis | Class A Common Stock | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, equity interest issued number of shares | 145,883 | |||
Business Intelligence & Analytics LLC | ||||
Business Acquisition [Line Items] | ||||
Cash consideration inclusive of payment of debt | $ 4,000,000 | |||
Business acquisition, equity interest issued value | $ 1,100,000 | |||
Business acquisition, share price | $ 7.59 | |||
Business Intelligence & Analytics LLC | Class A Common Stock | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, equity interest issued number of shares | 148,104 |
Acquisitions - Summary of Pur_3
Acquisitions - Summary of Purchase Consideration and Preliminary Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 22, 2021 | Sep. 01, 2021 | Jun. 18, 2021 | Jun. 08, 2021 |
IMC | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 14,842 | |||
Accounts receivable | 21,298 | |||
Other current assets | 1,446 | |||
Property, plant & equipment | 6,198 | |||
Intangible assets | 34,121 | |||
Other assets | 448 | |||
Accounts payable and accrued expenses | (8,793) | |||
Long-term debt | (197) | |||
Other long term liabilities | (1,898) | |||
Net Assets Acquired | 67,465 | |||
Excess of Consideration over Net Assets Acquired | 302,240 | |||
Total Consideration | $ 369,705 | |||
SMA Entities | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 73 | |||
Accounts receivable | 1,830 | |||
Property, plant & equipment | 178 | |||
Intangible assets | 9,404 | |||
Other assets | 29 | |||
Accounts payable and accrued expenses | (178) | |||
Net Assets Acquired | 11,336 | |||
Excess of Consideration over Net Assets Acquired | 45,691 | |||
Total Consideration | $ 57,027 | |||
DNF | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 3,732 | |||
Property, plant & equipment | 3,520 | |||
Intangible assets | 15,329 | |||
Other assets | 65 | |||
Net Assets Acquired | 22,646 | |||
Excess of Consideration over Net Assets Acquired | 91,544 | |||
Total Consideration | $ 114,190 | |||
Advantis | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 242 | |||
Property, plant & equipment | 18 | |||
Intangible assets | 1,064 | |||
Other assets | 20 | |||
Net Assets Acquired | 1,344 | |||
Excess of Consideration over Net Assets Acquired | 9,628 | |||
Total Consideration | 10,972 | |||
Business Intelligence & Analytics LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 289 | |||
Net Assets Acquired | 289 | |||
Excess of Consideration over Net Assets Acquired | 4,835 | |||
Total Consideration | $ 5,124 |
Reinsurance - Additional Inform
Reinsurance - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effects of Reinsurance [Line Items] | ||||
Reinsurance recoveries recognized | $ 6,400,000 | $ 363,000 | $ 14,700,000 | $ 11,200,000 |
Reinsurance premium expense incurred | 3,700,000 | $ 412,000 | 10,900,000 | $ 10,300,000 |
Maximum | ||||
Effects of Reinsurance [Line Items] | ||||
Reinsurance stop loss limit per patient per year | 200,000 | 200,000 | ||
Minimum | ||||
Effects of Reinsurance [Line Items] | ||||
Reinsurance stop loss limit per patient per year | $ 30,000 | $ 30,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance at December 31, 2021 | $ 464,566 | $ 10,068 |
Acquired goodwill during the period | 454,498 | |
Measurement period adjustments | (302) | |
Balance at March 31, 2022 | $ 464,264 | $ 464,566 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Gross Carrying Amount and Accumulated Amortization of Intangible Assets by Major Class (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 70,852 | $ 71,141 | $ 9,494 |
Accumulated Amortization | (15,248) | (11,331) | (919) |
Net Book Value | 55,604 | 59,811 | 8,575 |
Risk Contracts | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 64,570 | 64,822 | 8,174 |
Accumulated Amortization | (13,226) | (9,818) | (682) |
Net Book Value | $ 51,343 | $ 55,004 | $ 7,492 |
Weighted Average Amortization Period (years) | 7 years | 7 years | 11 years |
Non-compete Agreements | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 4,170 | $ 4,202 | $ 1,320 |
Accumulated Amortization | (892) | (686) | (237) |
Net Book Value | $ 3,278 | $ 3,516 | $ 1,083 |
Weighted Average Amortization Period (years) | 5 years | 5 years | 5 years |
Trademarks | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 1,862 | $ 1,867 | |
Accumulated Amortization | (1,114) | (827) | |
Net Book Value | $ 748 | $ 1,040 | |
Weighted Average Amortization Period (years) | 2 years | 2 years | |
Other | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 251 | $ 251 | |
Accumulated Amortization | (16) | ||
Net Book Value | $ 235 | $ 251 | |
Weighted Average Amortization Period (years) | 5 years | 5 years | |
Patents/Developed Technology | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 235 | ||
Net Book Value | $ 235 | ||
Weighted Average Amortization Period (years) | 5 years | ||
In-Process Research and Development | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 16 | ||
Net Book Value | $ 16 | ||
Weighted Average Amortization Period (years) | 1 year |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 3,900,000 | $ 252,000 | $ 10,400,000 | $ 645,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense Related to Fair Value of Acquired Intangible Assets (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2022 | $ 15,134 |
2023 | 12,234 |
2024 | 10,199 |
2025 | 8,547 |
2026 | 7,616 |
Thereafter | $ 6,082 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | |||
Total Property and equipment, gross | $ 23,856 | $ 21,902 | $ 7,892 |
Less: Accumulated depreciation | (6,961) | (5,909) | (3,096) |
Total Property and equipment, net | 16,895 | 15,993 | 4,796 |
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Total Property and equipment, gross | 7,648 | 7,516 | 2,726 |
Vehicles | |||
Property Plant And Equipment [Line Items] | |||
Total Property and equipment, gross | 3,711 | 3,711 | 2,823 |
Furniture and Equipment | |||
Property Plant And Equipment [Line Items] | |||
Total Property and equipment, gross | 5,509 | 5,470 | 1,983 |
Software | |||
Property Plant And Equipment [Line Items] | |||
Total Property and equipment, gross | 3,465 | 2,950 | 0 |
Construction in Progress | |||
Property Plant And Equipment [Line Items] | |||
Total Property and equipment, gross | $ 3,523 | $ 2,254 | $ 360 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Estimated Capital expenditures to complete construction in progress | $ 500,000 | |||
Depreciation expense | $ 1,100,000 | $ 211,000 | $ 2,813,000 | $ 858,000 |
Long Term Debt - Summary of Lon
Long Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Long-term debt gross | $ 120,370 | $ 121,940 | |
Unamortized debt issuance costs | (4,438) | (4,704) | $ (377) |
Total long-term debt | 115,932 | 117,236 | 27,329 |
Current portion | (6,272) | (6,275) | (1,004) |
Long-term portion | 109,660 | 110,960 | 26,325 |
Secured Term Loans | |||
Debt Instrument [Line Items] | |||
Long-term debt gross | 120,313 | 121,875 | 24,184 |
Payroll Protection Plan | |||
Debt Instrument [Line Items] | |||
Long-term debt gross | 2,164 | ||
Other | |||
Debt Instrument [Line Items] | |||
Long-term debt gross | $ 58 | $ 65 | $ 1,358 |
Long Term Debt - Additional Inf
Long Term Debt - Additional Information (Details) - USD ($) | Jun. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 08, 2021 |
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate terms | Interest is payable on the outstanding loans under the Credit Facilities based on, at the option of the Company, either: (i) Eurocurrency (with a LIBOR floor of 0.75% per annum) plus variable spreads ranging from 2.75% to 3.50% per annum based on first lien net leverage ratio levels or (ii) the Alternate Base Rate (defined as the highest of (a) the Prime Rate (as defined in the Credit Agreement and established by the Agent), (b) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.50% per annum, and (c) the LIBOR Quoted Rate (as defined in the Credit Agreement) plus 1.00% per annum, in each case, with a floor of 1.75% per annum), plus variable spreads ranging from 1.75% to 2.50% per annum based on first lien net leverage ratio levels. Accrued and unpaid interest is payable with respect to LIBOR loans on the last day of the interest period as selected by the Company but no later than three months, and with respect to Alternate Base Rate Loans, quarterly on the last business day of each of March, June, September and December. | |||
Debt instrument, unused commitment fee terms | An unused commitment fee is also payable with respect to the revolving credit facility and the delayed draw term loan facility ranging between 0.35% and 0.50% depending on the Company’s first lien net leverage ratio, and is payable quarterly in arrears with respect to the revolving credit facility and on the earliest of the termination of the delayed draw term loan facility, the six month anniversary of the Closing Date with respect to any delayed draw term loan commitments that have expired and otherwise after the end of the first full fiscal quarter after the Closing Date. | |||
Gain on extinguishment of debt, net | $ 1,630,000 | $ (451,000) | ||
Federal Funds Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, variable interest rate | 0.50% | |||
LIBOR Quoted Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding interest rate | 1.75% | |||
Debt instrument, variable interest rate | 1.00% | |||
LIBOR Quoted Rate | Eurocurrency | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding interest rate | 0.75% | |||
Minimum | Eurocurrency | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, variable interest rate | 2.75% | |||
Minimum | LIBOR Quoted Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, variable interest rate | 1.75% | |||
Maximum | Eurocurrency | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, variable interest rate | 3.50% | |||
Maximum | LIBOR Quoted Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, variable interest rate | 2.50% | |||
Initial Term Loans | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 125,000,000 | |||
Debt instrument, percentage of amortization payments of aggregate principal amount to be paid until June 7, 2024 | 1.25% | |||
Debt instrument, percentage of amortization payments of aggregate principal amount to be paid from June 8, 2024 to June 7, 2025 | 1.875% | |||
Debt instrument, percentage of amortization payments of aggregate principal amount to be paid from June 8, 2025 to June 7, 2026 | 2.50% | |||
Debt instrument, due and payable term | 5 years | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | 40,000,000 | |||
Debt instrument, due and payable term | 5 years | |||
Revolving Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, unused commitment fee percentage | 0.35% | |||
Revolving Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, unused commitment fee percentage | 0.50% | |||
Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | 20,000,000 | |||
Debt instrument amount drawn | $ 0 | |||
Debt instrument, due and payable term | 5 years | |||
Term Loan Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, unused commitment fee percentage | 0.35% | |||
Term Loan Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, unused commitment fee percentage | 0.50% | |||
Paycheck Protection Program | ||||
Debt Instrument [Line Items] | ||||
Repayments of debt | $ 2,000,000 | |||
Gain on extinguishment of debt, net | $ 2,800,000 | |||
Escrow Deposit | 2,000,000 | |||
CMG | ||||
Debt Instrument [Line Items] | ||||
Repayments of debt | 24,500,000 | |||
Repayments of penalties, fees and interest | 487,000 | |||
Gain on extinguishment of debt, net | 806,000 | |||
Other Long-term Debt | ||||
Debt Instrument [Line Items] | ||||
Repayments of Long-term Debt | $ 229,000 |
Long Term Debt - Summary of Fut
Long Term Debt - Summary of Future Maturities of Debt Outstanding (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Reminder of 2022 | $ 4,706 | |
2022 / 2023 | 6,265 | $ 6,275 |
2023 / 2024 | 8,611 | 6,265 |
2024 / 2025 | 11,726 | 8,611 |
2025 / 2026 | 89,063 | 11,726 |
2026 | 89,063 | |
Total | $ 120,370 | $ 121,940 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 13, 2021 | Jun. 08, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 22, 2021 | Sep. 01, 2021 | Jun. 18, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||||||||
Capital stock, par value | $ 0.0001 | |||||||
Capital stock, shares authorized | 261,000,000 | |||||||
Common stock, shares authorized | 260,000,000 | |||||||
Preferred stock,authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Aggregate purchase price of common shares | $ 6,650 | |||||||
Payment of offering costs | $ 12,800 | |||||||
Preferred stock, issued | 0 | |||||||
Preferred stock,outstanding | 0 | 0 | ||||||
Prepaid expenses | $ 20,045 | $ 17,040 | $ 183 | |||||
Subscription Agreement | Series A Warrant | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares purchased | 2,000,000 | |||||||
Exercisable period | 5 years | |||||||
Subscription Agreement | Series A and Series B Warrant | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares purchased | 6,000,000 | |||||||
Warrant share price | $ 0.10 | |||||||
Subscription Agreement | Series B Warrant | ||||||||
Class Of Stock [Line Items] | ||||||||
Exercisable period | 5 years | |||||||
Number shares vest and exercisable | 500,000 | |||||||
Vesting period | 1 year | |||||||
Warrant share price | $ 0.01 | |||||||
Prepaid expenses | $ 2,500 | |||||||
Number of vesting of warrants using grant date fair value | 500,000 | |||||||
Class A Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||||
Conversion of Class B to Class A common shares (in shares) | 3,593,750 | |||||||
Conversion basis | In addition, 3,593,750 shares of Class B Common Stock were converted, on a one-for-one basis, into shares of Class A Common Stock, and as of December 31, 2021, there were no shares of Class B Common Stock issued or outstanding. | |||||||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | |||||||
Number of shares purchased | 500,000 | |||||||
Common stock, shares issued | 87,367,972 | 87,367,972 | ||||||
Common stock, shares outstanding | 87,367,972 | 87,367,972 | ||||||
Contingently issuable shares to CareMax and IMC sellers | 3,200,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Class A Common Stock | Subscription Agreement | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares purchased | 500,000 | |||||||
Aggregate purchase price of common shares | $ 5,000 | |||||||
Price per share | $ 18 | |||||||
Common stock, par value | 0.0001 | |||||||
Class A Common Stock | Subscription Agreement | Maximum | ||||||||
Class Of Stock [Line Items] | ||||||||
Price per share | $ 10 | |||||||
Class A Common Stock | Business Combination Agreement | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares purchased | 10,000,000 | |||||||
Aggregate purchase price of common shares | $ 100,000 | |||||||
Purchase price per share | $ 10 | |||||||
Class A Common Stock | Deerfield Partners | Business Combination Agreement | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares purchased | 9,600,000 | |||||||
Class A Common Stock | Sponsor | Business Combination Agreement | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares purchased | 400,000 | |||||||
Class A Common Stock | Investors | Business Combination Agreement | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares purchased | 31,000,000 | |||||||
Aggregate purchase price of common shares | $ 310,000 | |||||||
Purchase price per share | $ 10 | |||||||
Class A Common Stock | SMA Entities | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares issued | 384,615 | |||||||
Class A Common Stock | DNF | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares issued | 2,741,528 | |||||||
Class A Common Stock | Advantis | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares issued | 145,883 | |||||||
Class A Common Stock | Business Intelligence & Analytics LLC | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares issued | 148,104 | |||||||
Class B Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 10,000,000 | |||||||
Common stock, shares issued | 0 | |||||||
Common stock, shares outstanding | 0 |
Stockholders' Equity - Redeemab
Stockholders' Equity - Redeemable Warrants (Details) - IPO - DFHT - $ / shares | Jul. 16, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Public Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Number of warrants issued | 2,875,000 | ||
Number of shares issued for each warrant upon conversion | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Warrants exercise period description | any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of the Business Combination | any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of the Business Combination | |
Private Placement Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Number of warrants issued | 2,916,667 | ||
Issue price of warrant | $ 1.50 | ||
Locking period of warrants after completion of business combination | 30 days |
Stockholders' Equity - Continge
Stockholders' Equity - Contingent Consideration Common Shares (Details) - $ / shares | Jul. 09, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
First Share Price Trigger | |||
Business Acquisition Contingent Consideration [Line Items] | |||
Minimum weighted average trading price to issue earnout shares | $ 12.50 | $ 12.50 | $ 12.50 |
Considered trading days for share price trigger | 20 days | 20 days | 20 days |
Considered trading period for share price trigger | 30 days | 30 days | |
Second Share Price Trigger | |||
Business Acquisition Contingent Consideration [Line Items] | |||
Minimum weighted average trading price to issue earnout shares | $ 15 | $ 15 | |
Considered trading days for share price trigger | 20 days | 20 days | |
Considered trading period for share price trigger | 30 days | 30 days | |
CMG | Maximum | |||
Business Acquisition Contingent Consideration [Line Items] | |||
Earnout shares payable | 3,500,000 | 3,500,000 | |
CMG | First Share Price Trigger | |||
Business Acquisition Contingent Consideration [Line Items] | |||
Earnout shares payable | 1,750,000 | 1,750,000 | 1,750,000 |
Earnout shares issued and paid | 1,750,000 | ||
CMG | Second Share Price Trigger | |||
Business Acquisition Contingent Consideration [Line Items] | |||
Earnout shares payable | 1,750,000 | 1,750,000 | |
IMC | Maximum | |||
Business Acquisition Contingent Consideration [Line Items] | |||
Earnout shares payable | 2,900,000 | 2,900,000 | |
IMC | First Share Price Trigger | |||
Business Acquisition Contingent Consideration [Line Items] | |||
Earnout shares payable | 1,450,000 | 1,450,000 | 1,450,000 |
Earnout shares issued and paid | 1,450,000 | ||
IMC | Second Share Price Trigger | |||
Business Acquisition Contingent Consideration [Line Items] | |||
Earnout shares payable | 1,450,000 | 1,450,000 |
Stockholders' Equity - Equity-B
Stockholders' Equity - Equity-Based Compensation Expense - 2021 Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 04, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Previously granted awards vested | 0 | ||||
Granted | 975 | ||||
Weighted-average grant date fair value granted | $ 7.92 | ||||
Stock compensation expense | $ 1,087 | $ 0 | $ 1,341 | $ 0 | |
Class A Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock, shares outstanding | 87,367,972 | 87,367,972 | |||
Restricted Stock Units ("RSU's") | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation, expected to be recognized over weighted-average period | 2 years 7 months 6 days | ||||
Executive Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation, expected to be recognized over weighted-average period | 2 years 7 months 6 days | ||||
2021 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Previously granted awards vested | 0 | 0 | 0 | ||
Granted | 77,000 | 0 | |||
Weighted-average grant date fair value granted | $ 7.41 | ||||
Stock compensation expense | $ 1,100 | $ 0 | |||
2021 Plan | Class A Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Initial shares available under plan | 7,000,000 | ||||
Equity-based compensation incremental description | be increased automatically, without further action of the Company’s board of directors, on January 1st of each calendar year commencing after the Closing Date and ending on (and including) January 1, 2031, by a number of shares of Class A Common Stock equal to the lesser of (i) four percent of the aggregate number of shares of Class A Common Stock outstanding on December 31st of the immediately preceding calendar year, excluding for this purpose any such outstanding shares of Class A Common Stock that were granted under the 2021 Plan and remain unvested and subject to forfeiture as of the relevant December 31st, or (B) a lesser number of shares of Class A Common Stock as determined by the Company’s board of directors or the Compensation Committee of the board of directors prior to the relevant January 1st. | be increased automatically, without further action of the Company’s board of directors, on January 1st of each calendar year commencing after the Closing Date and ending on (and including) January 1, 2031, by a number of shares of Class A Common Stock equal to the lesser of (i) four percent of the aggregate number of shares of Class A Common Stock outstanding on December 31st of the immediately preceding calendar year, excluding for this purpose any such outstanding shares of Class A Common Stock that were granted under the 2021 Plan and remain unvested and subject to forfeiture as of the relevant December 31st, or (B) a lesser number of shares of Class A Common Stock as determined by the Company’s board of directors or the Compensation Committee of the board of directors prior to the relevant January 1st. | |||
Incremental percentage of shares available for the plan of outstanding shares | 4.00% | ||||
Common stock, shares outstanding | 0 | ||||
2021 Plan | Award Vesting on October 29, 2022, the first anniversary | Executives | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting rights percentage | 33.30% | ||||
2021 Plan | Awards vest each on June 8th 2023, and June 8th, 2024 | Executives | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting rights percentage | 33.30% | ||||
2021 Plan | Restricted Stock Units ("RSU's") | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 7,900 | $ 0 | |||
Unrecognized stock-based compensation, expected to be recognized over weighted-average period | 2 years 6 months | ||||
2021 Plan | Restricted Stock Units ("RSU's") | Award Vesting on October 29, 2022, the first anniversary | Employees | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting rights percentage | 33.30% | ||||
2021 Plan | Restricted Stock Units ("RSU's") | Award Vesting on October 29, 2022, the first anniversary | Executives | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting rights percentage | 33.30% | ||||
2021 Plan | Restricted Stock Units ("RSU's") | Award Vesting on October 29, 2022, the first anniversary | Directors | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting rights percentage | 100.00% | ||||
2021 Plan | Restricted Stock Units ("RSU's") | Award vesting at end of each twelve month after first anniversary | Employees | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting rights percentage | 33.30% | ||||
2021 Plan | Restricted Stock Units ("RSU's") | Awards vest each on June 8th 2023, and June 8th, 2024 | Executives | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting rights percentage | 33.30% | ||||
2021 Plan | Executive Options | Employees | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Strike price per share | $ 10 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of RSUs Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of stock units, Beginning balance | shares | 0 |
Stock units, Granted | shares | 975 |
Stock units, Vested | shares | 0 |
Stock units, Forfeited | shares | 0 |
Number of stock units, Ending balance | shares | 975 |
Wtd. Avg. Grant Date Fair Value, Outstanding, Beginning balance | $ / shares | $ 0 |
Weighted-average grant date fair value granted | $ / shares | 7.92 |
Wtd. Avg. Grant Date Fair Value, Vested | $ / shares | 0 |
Wtd. Avg. Grant Date Fair Value, Forfeited | $ / shares | 0 |
Wtd. Avg. Grant Date Fair Value, Outstanding, Ending balance | $ / shares | $ 7.92 |
Stockholders' Equity - RSUs, PS
Stockholders' Equity - RSUs, PSUs and Options (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Zero Coupon U.S. Treasury Security | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk free interest rate utilization term based on treasury security yield | 10 years |
Restricted Stock Units ("RSU's") | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized compensation expense | $ 7,700,000 |
Total unrecognized compensation expense, weighted-average recognized period | 2 years 7 months 6 days |
Performance Share Units ("PSUs") | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value of stock units vested | $ 0 |
Total unrecognized compensation expense | $ 397,000 |
Total unrecognized compensation expense, weighted-average recognized period | 1 year 8 months 12 days |
Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized compensation expense, weighted-average recognized period | 2 years 7 months 6 days |
Fair value of options vested | $ 0 |
Total unrecognized compensation expense, options | $ 764,000 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of PSUs Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of stock units, Beginning balance | shares | 0 |
Stock units, Granted | shares | 975 |
Stock units, Vested | shares | 0 |
Stock units, Forfeited | shares | 0 |
Number of stock units, Ending balance | shares | 975 |
Wtd. Avg. Grant Date Fair Value, Outstanding, Beginning balance | $ / shares | $ 0 |
Weighted-average grant date fair value granted | $ / shares | 7.92 |
Wtd. Avg. Grant Date Fair Value, Vested | $ / shares | 0 |
Wtd. Avg. Grant Date Fair Value, Forfeited | $ / shares | 0 |
Wtd. Avg. Grant Date Fair Value, Outstanding, Ending balance | $ / shares | $ 7.92 |
Performance Share Units ("PSUs") | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of stock units, Beginning balance | shares | 0 |
Stock units, Granted | shares | 66 |
Stock units, Vested | shares | 0 |
Stock units, Forfeited | shares | 0 |
Number of stock units, Ending balance | shares | 66 |
Wtd. Avg. Grant Date Fair Value, Outstanding, Beginning balance | $ / shares | $ 0 |
Weighted-average grant date fair value granted | $ / shares | 6.05 |
Wtd. Avg. Grant Date Fair Value, Vested | $ / shares | 0 |
Wtd. Avg. Grant Date Fair Value, Forfeited | $ / shares | 0 |
Wtd. Avg. Grant Date Fair Value, Outstanding, Ending balance | $ / shares | $ 6.05 |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumptions Used to Calculate Fair Value of PSUs (Details) - Performance Share Units ("PSUs") | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance Period | 1 year 8 months 12 days |
Weighted-Average risk-free interest rate | 0.37% |
Weighted-average volatility | 55.00% |
Weighted-average dividend yield | 0.00% |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Options Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Disclosure [Abstract] | |
Number of Options, Outstanding, Beginning balance | shares | 0 |
Number of Options, Granted | shares | 131 |
Number of Options, Vested | shares | 0 |
Number of Options, Forfeited | shares | 0 |
Number of Options, Outstanding, Ending balance | shares | 131 |
Wtd. Avg. Grant Date Fair Value, Outstanding, Beginning balance | $ / shares | $ 0 |
Wtd. Avg. Grant Date Fair Value, Granted | $ / shares | 5.82 |
Wtd. Avg. Grant Date Fair Value, Vested | $ / shares | 0 |
Wtd. Avg. Grant Date Fair Value, Forfeited | $ / shares | 0 |
Wtd. Avg. Grant Date Fair Value, Outstanding, Ending balance | $ / shares | $ 5.82 |
Stockholders' Equity - Assump_2
Stockholders' Equity - Assumptions Used to Calculate Fair Value of Options (Details) - Options | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance Period | 9 months 18 days |
Weighted-Average risk-free interest rate | 1.55% |
Weighted-average volatility | 54.70% |
Weighted-average dividend yield | 0.00% |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Share-based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 1,341 | $ 0 |
Class A Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 966 | 0 |
Restricted Stock Units ("RSU's") | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 290 | 0 |
Performance Share Units ("PSUs") | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 41 | 0 |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 44 | $ 0 |
Stockholders' Equity - Equity B
Stockholders' Equity - Equity Based Compensation Expense Outside of 2021 Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jul. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award granted | 0 | |||||
Equity based Compensation expense | $ 1,087 | $ 0 | $ 1,341 | $ 0 | ||
Class A Common Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Equity award authorized | 100,000 | |||||
Common stock close price per share | $ 9.66 | |||||
Shares issued | 0 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Remaining earnout shares excluded from computation of basic net income (loss) per share | 3,200,000 |
Class A Common Stock | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
First tranche of earnout shares issued to CMG Sellers and IMC Parent | 3,200,000 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||||
Net (loss) income attributable to CareMax, Inc. Class A common stockholders | $ (16,797) | $ 1,302 | $ (6,675) | $ 7,601 |
Weighted average basic shares outstanding | 87,367,972 | 10,796,069 | 52,620,980 | 10,796,069 |
Weighted average diluted shares outstanding | 87,367,972 | 10,796,069 | 52,620,980 | 10,796,069 |
Net (loss) income per share, Basic | $ (0.19) | $ 0.12 | $ (0.13) | $ 0.70 |
Net (loss) income per share, Diluted | $ (0.19) | $ 0.12 | $ (0.13) | $ 0.70 |
Net Income (Loss) Per Share - P
Net Income (Loss) Per Share - Potentially Dilutive Outstanding Securities Excluded from Computation of Diluted Net Loss Per Share (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount | 18,351 |
Series A Warrants and Series B Warrants [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount | 8,000 |
Public and Private Warrants [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount | 5,792 |
Earnout Shares [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount | 3,200 |
Unvested restricted stock units [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount | 1,162 |
Unvested performance stock units [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount | 66 |
Unvested options [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount | 131 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring Measurement - Level 3 - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Financial Liabilities Fair Value | ||
Derivative warrant liabilities | $ 11,911 | $ 8,375 |
Classified Contingent Consideration | ||
Financial Liabilities Fair Value | ||
Liability | $ 875 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Recognized benefit resulting from decrease in fair value of derivative warrant liabilities | $ 3,500 | $ 20,800 |
Fair value, liabilities, Level 1 to Level 2 transfers, amount | 0 | 0 |
Fair value, liabilities, Level 2 to Level 1 transfers, amount | 0 | 0 |
Fair value, measurement with unobservable inputs reconciliation, liability, transfers into Level 3 | 0 | 0 |
Fair value, measurement with unobservable inputs reconciliation, liability, transfers out of Level 3 | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Quantitative Information of Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Jul. 13, 2021 | Jul. 09, 2021shares | Jun. 08, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Exercise Price | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Measurement input | 11.50 | 11.50 | 11.50 | 11.50 | |
Unit Price | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Measurement input | 13.30 | 14.92 | 7.47 | 7.68 | |
Share Price Trigger | First Share Price Trigger | CMG Sellers | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 12.50 | ||||
Share Price Trigger | First Share Price Trigger | IMC Parent | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 12.50 | ||||
Share Price Trigger | Second Share Price Trigger | CMG Sellers | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 15 | ||||
Share Price Trigger | Second Share Price Trigger | IMC Parent | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 15 | ||||
Potential Shares | First Share Price Trigger | CMG Sellers | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, potential shares | 1,750,000 | ||||
Potential Shares | First Share Price Trigger | IMC Parent | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, potential shares | 1,450,000 | ||||
Potential Shares | Second Share Price Trigger | CMG Sellers | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, potential shares | 1,750,000 | ||||
Potential Shares | Second Share Price Trigger | IMC Parent | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, potential shares | 1,450,000 | ||||
Beginning Share Price | First Share Price Trigger | CMG Sellers | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 14.09 | ||||
Beginning Share Price | First Share Price Trigger | IMC Parent | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 14.09 | ||||
Beginning Share Price | Second Share Price Trigger | CMG Sellers | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 14.09 | ||||
Beginning Share Price | Second Share Price Trigger | IMC Parent | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 14.09 | ||||
Volatility | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Measurement input | 50.9 | 29.8 | 50.8 | 37.6 | |
Volatility | First Share Price Trigger | CMG Sellers | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 60.7 | ||||
Volatility | First Share Price Trigger | IMC Parent | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 60.7 | ||||
Volatility | Second Share Price Trigger | CMG Sellers | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 60.7 | ||||
Volatility | Second Share Price Trigger | IMC Parent | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 60.7 | ||||
Expected Life of the Options to Convert | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Expected life of the options to convert | 5 years | 5 years | 4 years 2 months 8 days | 4 years 5 months 8 days | |
Remaining Term | First Share Price Trigger | CMG Sellers | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, remaining term | 11 months 1 day | ||||
Remaining Term | First Share Price Trigger | IMC Parent | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, remaining term | 11 months 1 day | ||||
Remaining Term | Second Share Price Trigger | CMG Sellers | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, remaining term | 1 year 11 months 1 day | ||||
Remaining Term | Second Share Price Trigger | IMC Parent | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, remaining term | 1 year 11 months 1 day | ||||
Risk Free Rate | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Measurement input | 0.85 | 0.77 | 2.40 | 1.17 | |
Risk Free Rate | First Share Price Trigger | CMG Sellers | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 0.22 | ||||
Risk Free Rate | First Share Price Trigger | IMC Parent | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 0.22 | ||||
Risk Free Rate | Second Share Price Trigger | CMG Sellers | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 0.22 | ||||
Risk Free Rate | Second Share Price Trigger | IMC Parent | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 0.22 | ||||
Dividend Yield | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Measurement input | 0 | 0 | 0 | 0 | |
Dividend Yield | First Share Price Trigger | CMG Sellers | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 0 | ||||
Dividend Yield | First Share Price Trigger | IMC Parent | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 0 | ||||
Dividend Yield | Second Share Price Trigger | CMG Sellers | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 0 | ||||
Dividend Yield | Second Share Price Trigger | IMC Parent | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 0 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Change in Fair Value of Warrant Liabilities (Details) - Derivative Warrant Liabilities - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value of derivative warrant liabilities at Begining | $ 8,375 | $ 29,132 |
Change in fair value of derivative warrant liabilities | 3,536 | (20,757) |
Fair value of derivative warrant liabilities at Ending | $ 11,911 | $ 8,375 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jul. 13, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Net loss | $ (16,797,000) | $ 1,302,000 | $ (6,675,000) | $ 7,601,000 | |
Operating leases expiring year | 2036 | ||||
Rent expenses | $ 21,000 | ||||
Series B Warrant | |||||
Related Party Transaction [Line Items] | |||||
Warrant not probable of vesting at issuance | 0 | ||||
Advisor | |||||
Related Party Transaction [Line Items] | |||||
Number Of Vesting Of Warrants For Advisory Services | 500,000 | ||||
Advisor | Advisory Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expense related to amortization of prepaid service contract | $ 215,000 | ||||
Minimum ownership common shares to be maintained by related party | 500,000 | 500,000 | |||
Advisor | Advisory Agreement | Class A Common Shares and Series A Warrants | |||||
Related Party Transaction [Line Items] | |||||
Fair value method to allocate purchase price between common shares and warrants | $ 5,000,000 | ||||
Prepaid service contracts | $ 14,500,000 | ||||
Care Smile | |||||
Related Party Transaction [Line Items] | |||||
Ownership interest | 49.00% | ||||
Total capitation payments | 222,000 | ||||
Net loss | $ 97,000 |
Operating Leases and Commitme_3
Operating Leases and Commitments - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee Lease Description [Line Items] | ||||
Lease expiring term | various times through 2031 | |||
Rent expense | $ 4,300,000 | $ 700,000 | $ 7,200,000 | $ 1,500,000 |
Maximum | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease agreements renewal term | 7 years | 7 years | ||
Minimum | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease agreements renewal term | 1 year | 1 year |
Operating Leases and Commitme_4
Operating Leases and Commitments - Schedule of Future Minimum Rental Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Remainder of 2022 | $ 8,381 | |
2022 / 2023 | 13,531 | $ 10,087 |
2023 / 2024 | 13,440 | 10,028 |
2024 / 2025 | 13,130 | 9,715 |
2025 / 2026 | 12,556 | 9,374 |
2026 | 8,685 | |
Thereafter | 139,501 | 58,763 |
Total | $ 200,539 | $ 106,652 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) from Continuing Operations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Deferred: | |
Federal | $ 126 |
State | 33 |
Total income tax expense | $ 159 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation Between Effective Tax Rate (Details) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | |
State statutory rate, net of federal benefit | 4.90% | |
Nondeductible Transaction Costs | (14.20%) | |
Nondeductible/nontaxable or other items | (0.20%) | |
PPP Loan Forgiveness | 8.10% | |
Change in valuation allowance | (22.10%) | |
Income tax (expense) | 1.10% | (2.50%) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Deferred tax assets: | |
Accrued Expenses | $ 2,257 |
Warrant Liabilities | 2,219 |
Loss carryforwards | 15,982 |
Interest carryforward | 6,962 |
Total deferred tax assets | 27,420 |
Valuation allowance | (26,128) |
Net deferred tax assets | 1,292 |
Deferred tax liabilities: | |
Intangibles | (1,480) |
Property, plant and equipment | (18) |
Prepaid Expenses | (219) |
Total deferred tax liabilities | (1,717) |
Deferred tax liabilities, net | $ (425) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | Jun. 08, 2021 | |
Operating Loss Carryforwards [Line Items] | |||||||
Income tax provision | $ 181,000 | $ 0 | $ (159,000) | $ 0 | |||
Operating loss carryforward subject to Section 382 limitation | $ 43,900,000 | ||||||
Operating loss carryforward subject to business expense Section 382 limitation | $ 21,900,000 | ||||||
Goodwill amortization period | 15 years | ||||||
Reserve for unrecognized tax benefits | $ 0 | ||||||
Effective tax rate | (1.10%) | 2.50% | |||||
Earliest tax year | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Open tax year | 2017 | ||||||
Federal | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Loss carryforwards | $ 60,200,000 | ||||||
Loss carryforwards subject to expiration | $ 9,000,000 | ||||||
Net operating losses expiration year | 2037 | ||||||
State | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Loss carryforwards | $ 60,900,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Current per claim coverage | $ 1,000,000 | |
Annual coverage limit | 3,000,000 | |
Malpractice insurance accrual incurred | $ 0 | $ 0 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Assets and liabilities of PCs (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | |||
Total assets | $ 649,085 | $ 653,092 | $ 38,503 |
Total liabilities | 156,895 | $ 147,722 | $ 31,776 |
Medical Care of Ny P C And Tennessee Pllc [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 1,500 | ||
Total liabilities | $ 1,500 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | ||||
Revenues | $ 136,920 | $ 27,918 | $ 295,762 | $ 103,421 |
Expenses | 147,811 | $ 26,112 | $ 324,585 | $ 93,739 |
Medical Care of Ny P C And Tennessee Pllc [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Revenues | 0 | |||
Expenses | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | May 10, 2022USD ($)Borrowings | Jun. 30, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2026 | Jun. 08, 2021USD ($) |
Subsequent Event [Line Items] | ||||||
Loss on debt extinguishment | $ (1,630,000) | $ 451,000 | ||||
Federal Funds Rate | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, variable interest rate | 0.50% | |||||
Scenario Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Maximum total leverage ratio | 5.50 | |||||
Initial Term Loans | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount | $ 125,000,000 | |||||
Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount | $ 40,000,000 | |||||
Debt instrument additional draw down amount | $ 5,000,000 | |||||
Existing Credit Agreement | Scenario Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Loss on debt extinguishment | $ 6,300,000 | |||||
Subsequent Events | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount | $ 300,000,000 | |||||
Debt instrument number of borrowings | Borrowings | 5 | |||||
Option to capitalize, percentage of interest as principal outstanding | 4.00% | |||||
Increase in margin rate | 0.50% | |||||
Prepayment penalties percentage | 3.00% | |||||
Debt instrument covenant description | The Credit Agreement also contains covenants that require the Company to satisfy a minimum liquidity requirement of $50.0 million, which may be decreased to $25.0 million if the Company achieves a certain adjusted EBITDA, and maintain a maximum total leverage ratio based on the Company’s adjusted EBITDA, with de novo losses excluded from the calculation of such ratio for up to 36 months after the opening of a de novo center, which maximum total leverage ratio will initially be 8.5 to 1 and is subject to a series of step-downs. For the fiscal quarters ending September 30, 2026 and thereafter the Company must maintain a maximum total leverage ratio no greater than 5.50 to 1.00. | |||||
Minimum liquidity requirement | $ 50,000,000 | |||||
Minimum liquidity requirement reduced amount on meeting certain adjusted EBITDA | $ 25,000,000 | |||||
Maximum total leverage ratio | 8.5 | |||||
Debt default interest rate | 2.00% | |||||
Subsequent Events | Federal Funds Rate | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, variable interest rate | 0.50% | |||||
Subsequent Events | Term SOFR | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, variable interest rate | 1.00% | |||||
Debt floor rate | 1.00% | |||||
Debt instrument margin rate | 8.00% | |||||
Subsequent Events | SOFR | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument margin rate | 9.00% | |||||
Subsequent Events | Initial Term Loans | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount | $ 190,000,000 | |||||
Debt instrument, percentage of amortization payments of aggregate principal amount to be paid commencing on March 31, 2024 | 0.25 | |||||
Subsequent Events | Delayed Draw Term Loan | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount | $ 110,000,000 | |||||
Debt instrument, percentage of amortization payments of aggregate principal amount to be paid commencing on March 31, 2024 | 0.25 | |||||
Subsequent Events | Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount | $ 30,000,000 | |||||
Subsequent Events | Letters of Credit | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount | 30,000,000 | |||||
Subsequent Events | Existing Credit Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Repayments of debt | $ 120,300,000 | |||||
Subsequent Events | One month Interest Period | SOFR | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, variable interest rate | 0.114% | |||||
Subsequent Events | Three month Interest Period | SOFR | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, variable interest rate | 0.262% | |||||
Subsequent Events | Six month Interest Period | SOFR | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, variable interest rate | 0.428% |