Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2021

Summary Of Significant Accounting Policies [Line Items]

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

Summary of Financial Statement Adjustments Related to 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

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