Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

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 and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP has been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. 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, 2020. 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 presentation of financial position, operating results and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2021, including the impacts of COVID-19, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

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 condensed 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," and was accounted for using the acquisition method of accounting. CareMax recorded the fair value of assets acquired and liabilities assumed from IMC. The presented financial information for the three months and six months ended June 30, 2021 includes the financial information and activities for IMC for the period from June 8, 2021 to (and including) June 30, 2021 (23 days). The presented financial information for the three and six months ended June 30, 2021 includes the financial information and activities for SMA for period from June 18, 2021 to (and including) June 30, 2021 (12 days). Unless otherwise noted, information for period prior to the Closing of Business Combination reflects the information of CMG only.

The unaudited condensed consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated.

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 in the condensed 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 unaudited 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.

Acquisitions

The Company accounts for business combinations under the acquisition method of accounting, in accordance with ASC Topic 805, Business Combinations, which requires assets acquired and liabilities assumed to be recognized at their fair values on the acquisition date. Any excess of the fair value of purchase consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The fair values of the assets acquired, and liabilities assumed are determined based upon the valuation of the acquired business and involves management making significant estimates and assumptions.

Revenue Recognition

Since capitated revenue is received regardless of whether services are performed, the performance obligation is the completion of enrollment of the patient and providing access to care. Fee-for-service revenue generally relates to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied.

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 premium less an administrative charge for reporting on enrollees on a per patient per month basis (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers.

The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members.

Settlements with third-party payors for retroactive adjustments due to capitation risk adjustment, or claim audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews,

and investigations.

The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors:

•

Geography of the service location

•

Demographics of members

•

Health needs of members

•

Method of reimbursement (capitation or fee for service)

•

Enrollment changes

•

Rate changes; and

•

For fee for service activities, the payors (for example, Medicare, Medicaid, commercial insurance, patient) which have different reimbursement/payment methodologies.

The Company has elected the practical expedient allowed under 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 three and six months ended June 30, 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 only contracts are reported in other revenue

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 40% and 100% of the Company’s accounts receivable balance as of June 30, 2021 and December 31, 2020, respectively. Anthem represented 64% and 99% of the Company’s revenues for the three months ended June 30, 2021 and 2020 and 76% and 99% of the Company’s revenues for the six months ended June 30, 2021 and 2020, respectively.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1 - defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets.

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, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 “Distinguishing Liabilities from Equity,” and ASC 815-15, “Derivatives and Hedging - Embedded Derivatives.” The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company 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 Entities Own Equity.” Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statement of operations. The fair value of the Public Warrants and 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 at each measurement date. The fair value of Public Warrants issued in connection with the IPO has subsequently been measured based on the listed market price of such warrants.

As further described in Note 1, Description of Business, in connection with the Business Combination, up to 6,400,000 shares Earnout Shares become issuable to IMC Parent and the CMG Sellers as contingent consideration if certain Share Price Triggers are met or if a change in control occurs that equates to a share price equivalent to the Share Price Triggers. In this Form 10-Q/A, the Earnout Shares are accounted for as derivative earnout liabilities in accordance with ASC 815-40, “Derivatives and Hedging - Contracts in an Entities Own Equity” and accordingly, the Company recognized the contingent consideration as a liability at fair value upon issuance. See "Restatement of Previously Reported Financial Statements" below. The liabilities are subject to remeasurement at each balance sheet date until the Earnout Shares are issued or conditions or events require the Company to reassess the classification, and any change in fair value is recognized in the Company’s consolidated statement of operations. On July 9, 2021, the First Share Price Trigger was achieved, resulting in the issuance of 1,750,000 and 1,450,000 Earnout Shares to the CMG Sellers and IMC Parent, respectively. The remaining unissued Earnout Shares were re-assessed and determined to be indexed to the Company's own equity, resulting in reclassification to equity under ASC 815-40 “Derivatives and Hedging - Contracts in an Entities Own Equity.” See Note 17, Subsequent Events.

Goodwill and Intangible Assets

Goodwill and intangible assets

Goodwill represents the excess of cost over the fair value of net assets acquired. 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 2020, and it was determined that no impairment existed.

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.

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.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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 June 30, 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.

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” for determining whether contingently issuable shares are included for purposes of calculating net income (loss) per share and determining whether instruments granted in equity-based compensation arrangements are participating securities for purposes of calculating net income (loss) per share. See Note 10, 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" (“ASU 2016-02”), which amended the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. ASU 2016-02 also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. In June 2020, the FASB issued ASU 2020-05, “Revenue from Contracts with Customers and Leases,” that deferred the required effective date for non-issuers to fiscal years beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. Because the Company is currently an emerging growth company, the Company plans to adopt ASU 2016-02 on January 1, 2022. Because of the number of leases the Company utilizes to support its operations, the adoption of ASU 2016-02 is expected to have a significant impact on the Company’s financial position and results of operations. The total future estimated gross annual lease payments are $47.1 million as of June 30, 2021. Management is currently evaluating the extent of this anticipated impact on the Company’s financial statements, including quantitative and qualitative factors, as well as any changes to its leasing strategy that may be needed.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (“ASU 2016-13”). ASU 2016-13 introduced a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for us beginning January 1, 2022. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. The Company plans to adopt this standard on January 1, 2022 and does not believe adoption will have a material effect on its condensed 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" (“ASU 2020-01”). ASU 2020-01 clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2020-01 will have on its condensed consolidated financial statements.

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 31, 2022. The Company is currently evaluating the effect the update will have on its unaudited condensed consolidated financial statements and related disclosures.

We do not expect that any other recently issued accounting guidance will have a significant effect on our condensed consolidated financial statements.

Restatement of Previously Reported Financial Statements

The restatement reflects the reclassification of the Earnout Shares related to the Business Combination from stockholders’ equity to a liability for the period from the closing of the Business Combination on June 8, 2021 to the achievement of the First Share Price Trigger on July 9, 2021.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and determined that the related impact was material to the Company's previously filed unaudited condensed consolidated financial statements for the three-month and six-month periods ended June 30, 2021. Therefore, on March 7, 2022, after discussion with WithumSmith+Brown, PC ("Withum"), the Company's current independent registered public accounting firm, the Audit Committee of the Company's Board of Directors and the Company's management concluded that the unaudited condensed consolidated financial statements for the three-month and six-month periods ended June 30, 2021 should be restated to present the entire amount of the Earnout Shares as a liability as of Closing Date through June 30, 2021. The change in fair value for the period from the Closing Date through June 30, 2021 was recorded in the Condensed Consolidated Statement of Operations in this Form 10-Q/A. As such, the Company is reporting the aforementioned restatements to the periods presented in this Form 10-Q/A.

Impact of the Restatement

The table below presents the effect of the financial statement adjustments related to the restatement of the Company's unaudited condensed consolidated balance sheet as of June 30, 2021 reported in the Original Filing:


	June 30, 2021
	As Previously Reported		Adjustments		As Restated
ASSETS

CURRENT ASSETS
Cash	$	170,080	$	-	$	170,080
Restricted cash		1,956		-		1,956
Accounts receivable, net		32,031		-		32,031
Inventory		190		-		190
Prepaid expenses		3,449		-		3,449
Risk settlements due from providers		288		-		288
Due from related parties		-		-		-
Total Current Assets		207,994		-		207,994

Property and equipment, net		12,728		-		12,728
Goodwill		356,360		2,438		358,798
Intangible assets, net		50,357		-		50,357
Deferred debt issuance costs		2,195		-		2,195
Other assets		998		-		998
Total Assets	$	630,632	$	2,438	$	633,070

LIABILITIES AND STOCKHOLDERS'/MEMBERS' EQUITY



CURRENT LIABILITIES
Accounts payable	$	2,546	$	-		$	2,546
Accrued expenses		10,689		-			10,689
Accrued interest payable		264		-			264
Risk settlements due to providers		178		-			178
Current portion of long-term debt		6,672		-			6,672
Due to related parties		-		-			-
Current portion of contingent earnout liabilities		-		36,286			36,286
Other current liabilities		5,771		-			5,771
Total Current Liabilities		26,120		36,286			62,406

Derivative warrant liabilities		27,337		-			27,337
Long-term debt, less current portion		114,222		-			114,222
Contingent earnout liabilities		-		36,286			36,286
Other liabilities		2,639		-			2,639
Total Liabilities		170,318		72,571			242,889
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS'/MEMBER'S EQUITY
Class A common stock ($0.0001 par value; 250,000,000 shares authorized; 80,632,457 shares issued and outstanding at June 30, 2021)		8		-			8
Additional paid-in-capital		459,641		(87,553	)		372,088
Retained Earnings		665		17,420			18,085
Member units (no par value, 200 authorized, issued and outstanding at December 31, 2020)		-		-			-
Members' equity		-		-			-

Total Stockholders'/Members' Equity		460,314		(70,133	)		390,181

Total Liabilities and Stockholders'/Members' Equity	$	630,632	$	2,438		$	633,070

The tables below present the effect of the financial statement adjustments related to the restatement of the unaudited condensed consolidated statements of operations for the three and six-months ended June 30, 2021 reported in the Original Filing:


	Three Months Ended June 30, 2021
	As Previously Reported			Adjustments		As Restated
Revenue
Medicare risk-based revenue	$	37,761		$	-	$	37,761
Medicaid risk-based revenue		5,449			-		5,449
Other revenue		1,709			-		1,709
Total revenue		44,919			-		44,919

Operating expenses
External provider costs		35,535			-		35,535
Cost of care		7,867			-		7,867
Sales and marketing		775			-		775
Corporate, general and administrative		8,881			-		8,881
Depreciation and amortization		1,437			-		1,437
Acquisition related costs		149			-		149
Total operating expenses		54,644			-		54,643
Operating (loss)		(9,725	)		-		(9,724	)
Interest expense, net		(792	)		-		(792	)
Gain on remeasurement of warrant liabilities		1,795			-		1,795
Gain on remeasurement of contingent earnout liabilities		-			17,420		17,420
Gain on extinguishment of debt		1,358			-		1,358
(Loss) income before income tax		(7,364	)		17,420		10,057
Income tax provision		-			-		-
Net (loss) income	$	(7,364	)	$	17,420	$	10,057

Net (loss) income attributable to non-controlling interest		-			-		-
Net (loss) income attributable to controlling interest	$	(7,364	)	$	17,420	$	10,057

Net (loss) income attributable to CareMax, Inc. Class A common stockholders	$	(7,364	)	$	17,420	$	10,057
Weighted average basic shares outstanding		28,404,759			-		28,404,759
Weighted average diluted shares outstanding		28,404,759			2,502,100		30,906,859
Net (loss) income per share						$	-
Basic	$	(0.26	)	$	0.61	$	0.35
Diluted	$	(0.26	)	$	0.58	$	0.33


	Six Months Ended June 30, 2021
	As Previously Reported			Adjustments		As Restated
Revenue
Medicare risk-based revenue	$	65,577		$	-	$	65,577
Medicaid risk-based revenue		5,449			-		5,449
Other revenue		1,811			-		1,811
Total revenue		72,837			-		72,837
							-
Operating expenses							-
External provider costs		53,694			-		53,694
Cost of care		13,220			-		13,220
Sales and marketing		1,066			-		1,066
Corporate, general and administrative		10,676			-		10,676
Depreciation and amortization		1,951			-		1,951
Acquisition related costs		149			-		149
Total operating expenses		80,756			-		80,755
Operating (loss)		(7,919	)		-		(7,918	)
Interest expense, net		(1,296	)		-		(1,296	)
Gain on remeasurement of warrant liabilities		1,795			-		1,795
Gain on remeasurement of contingent earnout liabilities		-			17,420		17,419.73
Gain on extinguishment of debt		1,358			-		1,358
(Loss) income before income tax		(6,062	)		17,420		11,359
Income tax provision		-			-		-
Net (loss) income	$	(6,062	)	$	17,420	$	11,359
						$	-
Net (loss) income attributable to non-controlling interest		-			-		-
Net (loss) income attributable to controlling interest	$	(6,062	)	$	17,420	$	11,359
						$	-
Net (loss) income attributable to CareMax, Inc. Class A common stockholders	$	(6,062	)	$	17,420	$	11,359
Weighted average basic shares outstanding		19,649,057			-		19,649,057
Weighted average diluted shares outstanding		19,649,057			1,257,962		20,907,019
Net (loss) income per share
Basic	$	(0.31	)	$	0.89	$	0.58
Diluted	$	(0.31	)	$	0.85	$	0.54

The table below presents the effect of the financial statement adjustments related to the restatement of the reported earnings per share as of June 30, 2021 reported in the Original Filing:


	Three Months Ended June 30,
	As Reported			Adjustments		As Restated
Net (loss) income attributable to CareMax, Inc. Class A common stockholders	$	(7,364	)	$	17,420	$	10,057

Weighted average basic shares outstanding		28,404,759			-		28,404,759
Dilutive impact of contingently issuable equity		-			2,502,100		2,502,100
Weighted average diluted shares outstanding		28,404,759			2,502,100		30,906,859

Net (loss) template per share
Basic	$	(0.26	)	$	0.61	$	0.35
Diluted	$	(0.26	)	$	0.59	$	0.33


	Six Months Ended June 30,
	As Reported			Adjustments		As Restated
Net (loss) income attributable to CareMax, Inc. Class A common stockholders	$	(6,062	)	$	17,420	$	11,359

Weighted average basic shares outstanding		19,649,057			-		19,649,057
Dilutive impact of contingently issuable equity		-			1,257,962		1,257,962
Weighted average diluted shares outstanding		19,649,057			1,257,962		20,907,019

Net (loss) template per share
Basic	$	(0.31	)	$	0.89	$	0.58
Diluted	$	(0.31	)	$	0.85	$	0.54

The tables below present the effect of the financial statement adjustments related to the restatement of the condensed consolidated statements of changes in stockholders'/members' equity reported in the Original Filing:


	As Reported

	Class A Common Stock				Additional			Total			Retained			Noncontrolling		Total
	Shares		Amount		Paid-in-capital			Controlling Interest			Earnings			Interest		Equity
BALANCE - DECEMBER 31, 2020		-	$	-	$	-		$	6,727		$	-		$	-	$	6,727
Net income		-		-		-			1,302			-			-		1,302
Distributions		-		-		-			-			-			-		-
BALANCE- MARCH 31, 2021		-		-		-			8,029			-			-		8,029

Activity prior to the business combination:
Net loss		-		-		-			(6,487	)		-			-		(6,487	)
Effects of the business combination:
Reverse recapitalization		28,780,819		3		(137,426	)		(1,542	)		1,542			-		(137,423	)
Equity consideration issued to acquire IMC		10,412,023		1		155,346			-			-			-		155,347
Contingent earnout consideration		-		-		38,348			-			-			-		38,348
Shares issued for holdback		55,000		-		821			-			-			-		821
Proceeds from the sale of Class A common stock, net of offering costs		41,000,000		4		397,525			-			-			-		397,529
Activity after the business combination:
Net loss		-		-		-			-			(877	)		-		(877	)
Equity consideration issued to acquire SMA		384,615		-		5,027			-			-			-		5,027
BALANCE- JUNE 30, 2021		80,632,457	$	8	$	459,641		$	-		$	665		$	-	$	460,314

	Adjustments
	Class A Common Stock				Additional			Total			Retained			Noncontrolling		Total
	Shares		Amount		Paid-in-capital			Controlling Interest			Earnings			Interest		Equity
BALANCE - DECEMBER 31, 2020		-	$	-	$	-		$	-		$	-		$	-	$	-
Net income (loss)		-		-		-			-			-			-		-
Distributions		-		-		-			-			-			-		-
BALANCE- MARCH 31, 2021		-		-		-			-			-			-		-

Activity prior to the business combination:
Net loss		-		-		-			-			-			-		-
Effects of the business combination:
Reverse recapitalization		-		-		(49,206	)		-			-			-		(49,206	)

Equity consideration issued to acquire IMC		-		-		-			-			-			-		-
Contingent earnout consideration		-		-		(38,348	)		-			-			-		(38,348	)
Shares issued for holdback		-		-		-			-			-			-		-
Proceeds from the sale of Class A common stock, net of offering costs		-		-		-			-			-			-		-
Activity after the business combination:		-		-		-			-			-			-		-
Net income		-		-		-			-			17,420			-		17,420
Equity consideration issued to acquire SMA		-		-		-			-			-			-		-
BALANCE- JUNE 30, 2021		-	$	-	$	(87,553	)	$	-		$	17,420		$	-	$	(70,133	)

	As restated
	Class A Common Stock				Additional			Total			Retained			Noncontrolling		Total
	Shares		Amount		Paid-in-capital			Controlling Interest			Earnings			Interest		Equity
BALANCE - DECEMBER 31, 2020		-	$	-	$	-		$	6,727		$	-		$	-	$	6,727
Net income		-		-		-			1,302			-			-		1,302
Distributions		-		-		-			-			-			-		-
BALANCE- MARCH 31, 2021		-		-		-			8,029			-			-		8,029


Activity prior to the business combination:
Net loss	-		-		-			(6,487	)		-		-		(6,487	)
Effects of the business combination:
Reverse recapitalization	28,780,819		3		(186,632	)		(1,542	)		1,542		-		(186,629	)
Equity consideration issued to acquire IMC	10,412,023		1		155,346			-			-		-		155,347
Contingent earnout consideration	-		-		-			-			-		-		-
Shares issued for holdback	55,000		-		821			-			-		-		821
Proceeds from the sale of Class A common stock, net of offering costs	41,000,000		4		397,525			-			-		-		397,529
Activity after the business combination:	-		-		-			-			-		-		-
Net income	-		-		-			-			16,543		-		16,543
Equity consideration issued to acquire SMA	384,615		-		5,027			-			-		-		5,027
BALANCE- JUNE 30, 2021	80,632,457	$	8	$	372,088		$	-		$	18,085	$	-	$	390,181

The table below presents the effect of the financial statement adjustments related to the restatement of the condensed consolidated statement of cash flows for the six months ended June 30, 2021 reported in the Original Filing:


	Six Months Ended June 30, 2021
	As Previously Reported			Adjustments			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)/income	$	(6,062	)	$	17,420		$	11,359
Adjustments to reconcile net (loss)/income to net cash
(Used in)/provided by operating activities:
Depreciation expense		640			-			640
Amortization expense		1,321			-			1,321
Amortization of discount on debt and related issuance costs		135			-			135
Change in fair value of warrant liabilities		(1,795	)		-			(1,795	)
Change in fair value of contingent earnout liabilities		-			(17,420	)		(17,420	)
Gain on extinguishment of debt		(1,358	)		-			(1,358	)
Changes in operating assets and liabilities:		-			-			-
Accounts receivable		1,267			-			1,267
Prepaid expenses		(1,322	)		-			(1,322	)
Risk settlements due from/due to providers		(208	)		-			(208	)
Due from related parties		235			-			235
Other assets		(275	)		-			(275	)
Accounts payable		(2,113	)		-			(2,113	)
Accrued expenses		6,453			-			6,453
Other liabilities		(16	)		-			(16	)
Accrued interest		115			-			115
Net cash (used in)/provided by operating activities		(2,983	)		-			(2,983	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(1,527	)		-			(1,527	)
Acquisition of businesses		(210,252	)		-			(210,252	)
Purchase of noncontrolling interest ownership		-			-			-
Net cash used in investing activities		(211,779	)		-			(211,779	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Class A common stock		410,000			-			410,000
Issuance costs of Class A common stock		(12,471	)		-			(12,471	)
Recapitalization transaction		(108,799	)		-			(108,799	)
Proceeds from borrowings on long-term debt and credit facilities		125,000			-			125,000
Principal payments on long-term debt		(24,496	)		-			(24,496	)
Payment of deferred financing costs		(6,883	)		-			(6,883	)
Long-term debt extinguishment costs		(487	)		-			(487	)
Borrowing under paycheck protection program		-			-			-
Distributions to members		-			-			-
Net cash provided by financing activities		381,864			-			381,864

NET INCREASE IN CASH		167,102			-			167,102
Cash - beginning of period		4,934			-			4,934
CASH - END OF PERIOD	$	172,036		$	-		$	172,036

As a result of a revised fair value calculation, the total purchase consideration for IMC increased by $2.4 million. This amount was recorded as goodwill. The table below presents the effect of the financial statement adjustments in Note 3, Acquisitions, to the condensed financial statements reported in the Original Filings:


	As Reported		Adjustments		As Restated
Cash consideration (1)	$	172,302	$	-	$	172,302
Share consideration (2)	$	155,347	$	-	$	155,347
Contingent consideration (3)	$	38,348	$	2,438	$	40,785
Other consideration (4)	$	1,271			$	1,271

The tables below presents the effect of the financial statement adjustments in Note 11, Fair Value Measurements to the condensed consolidated financial statements reported in the Original Filing:


	As Reported
June 30, 2021	Quoted Prices in Active Markets		Significant other Observable Units		Significant other Unobservable Units
Description	(Level 1)		(Level 2)		(Level 3)
Derivative warrant liabilities	$	-	$	-	$	27,337
Liability-classified contingent consideration	$	-	$	-	$	1,499

	Adjustment to include June 30, 2021 fair value of contingent consideration
June 30, 2021	Quoted Prices in Active Markets		Significant other Observable Units		Significant other Unobservable Units
Description	(Level 1)		(Level 2)		(Level 3)
Derivative warrant liabilities	$	-	$	-	$	-
Liability-classified contingent consideration	$	-	$	-	$	72,571

	As Restated
June 30, 2021	Quoted Prices in Active Markets		Significant other Observable Units		Significant other Unobservable Units
Description	(Level 1)		(Level 2)		(Level 3)
Derivative warrant liabilities	$	-	$	-	$	27,337
Liability-classified contingent consideration	$	-	$	-	$	74,070