10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-39391

 

CareMax, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	85-0992224
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1000 NW 57 Court, Suite 400 Miami, FL,	33126
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (786) 360-4768

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	CMAX	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	CMAXW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of May 6, 2022, the registrant had 87,367,972 shares of Class A common stock, $0.0001 par value per share, and no shares of Class B common stock, $0.0001 par value per share issued and outstanding.

CareMax, Inc.

Quarterly Report on Form 10-Q

For the Quarter Ended March 31, 2022

Table of Contents

PART I. FINANCIAL INFORMATION
	Item 1	Condensed Consolidated Balance Sheets	1
		Condensed Consolidated Statements of Operations	2
		Condensed Consolidated Statements of Changes in Stockholders'/Members' Equity	3
		Condensed Consolidated Statements of Cash Flows	4
		Notes to Condensed Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3.	Quantitative and Qualitative Disclosure About Market Risk	31
	Item 4.	Controls and Procedures	32
PART II. OTHER INFORMATION			33
	Item 1.	Legal Proceedings	33
	Item 1A.	Risk Factors	33
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
	Item 3.	Defaults Upon Senior Securities	33
	Item 4.	Mine Safety Disclosures	33
	Item 5.	Other Information	33
	Item 6.	Exhibits	33

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CAREMAX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share data)

	March 31, 2022			December 31, 2021
ASSETS
CURRENT ASSETS
Cash	$	32,740		$	47,917
Accounts receivable, net		53,581			41,998
Inventory		702			550
Prepaid expenses		20,045			17,040
Risk settlements due from providers		655			539
Total Current Assets		107,723			108,044
Property and equipment, net		16,895			15,993
Goodwill		464,264			464,566
Intangible assets, net		55,604			59,811
Deferred debt issuance costs		1,860			1,972
Other assets		2,738			2,706
Total Assets	$	649,085		$	653,092
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	5,165		$	3,110
Accrued expenses		12,365			8,690
Risk settlements due to providers		228			196
Current portion of long-term debt		6,272			6,275
Other current liabilities		4,107			3,687
Total Current Liabilities		28,137			21,959
Derivative warrant liabilities		11,911			8,375
Long-term debt, less current portion		109,660			110,960
Other liabilities		7,186			6,428
Total Liabilities		156,895			147,722
COMMITMENTS AND CONTINGENCIES (Note 13)
STOCKHOLDERS' EQUITY
Preferred stock (1,000,000 authorized and zero outstanding as of March 31, 2022 and December 31, 2021)		-			-
Class A common stock ($0.0001 par value; 250,000,000 shares authorized; 87,367,972 shares issued    and outstanding at March 31, 2022 and December 31, 2021)		9			9
Additional paid-in-capital		508,945			505,327
Retained (deficit) earnings		(16,763	)		33
Total Stockholders' Equity		492,190			505,370
Total Liabilities and Stockholders' Equity	$	649,085		$	653,092

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

(1)

CAREMAX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share and per share data)

	Three Months Ended March 31,			Three Months Ended March 31,
	2022			2021
Revenue
Medicare risk-based revenue	$	107,747		$	27,816
Medicaid risk-based revenue		20,165			-
Other revenue		9,008			102
Total revenue		136,920			27,918
Operating expenses
External provider costs		92,856			18,159
Cost of care		27,349			5,353
Sales and marketing		3,301			291
Corporate, general and administrative		18,978			1,795
Depreciation and amortization		5,062			514
Acquisition related costs		266			-
Total operating expenses		147,811			26,112
Operating (loss) income		(10,890	)		1,806
Interest expense		(1,728	)		(504	)
Loss on remeasurement of warrant liabilities		(3,536	)		-
Other income (expense), net		(462	)		-
(Loss) income before income tax		(16,616	)		1,302
Income tax provision		(181	)		-
Net (loss) income	$	(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 accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

(2)

CAREMAX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'/MEMBERS' EQUITY

(Unaudited)

(in thousands, except share data)

	Class A Common Stock				Preferred		Additional									Total
	Shares		Amount		Stock		Paid-in-capital		Members' units		Member's Equity		Retained Earnings (Deficit)			Equity
BALANCE - DECEMBER 31, 2020		-	$	-	$	-	$	-	$	223	$	6,504	$	-		$	6,727
Net income		-		-		-		-		-		1,302		-			1,302
BALANCE- MARCH 31, 2021		-	$	-	$	-	$	-	$	223	$	7,805	$	-		$	8,028
BALANCE - DECEMBER 31, 2021		87,367,972	$	9	$	-	$	505,327	$	-	$	-	$	33		$	505,370
Stock compensation expense		-		-		-		1,087		-		-		-			1,087
Vesting of Series B Warrants under Advisory Agreement		-		-		-		2,530		-		-		-			2,530
Net loss		-		-		-		-		-		-		(16,797	)		(16,797	)
BALANCE- MARCH 31, 2022		87,367,972	$	9	$	-	$	508,945	$	-	$	-	$	(16,763	)	$	492,190

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

(3)

CAREMAX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Three Months Ended March 31,			Three Months Ended March 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)/Income	$	(16,797	)	$	1,302
Adjustments to reconcile net (loss)/income to net cash
Depreciation and amortization expense		5,062			514
Amortization of debt issuance costs		378			35
Stock compensation expense		1,087			-
Loss on remeasurement of warrant liabilities		3,536			-
Other non-cash, net		202			-
Changes in operating assets and liabilities:
Accounts receivable		(10,992	)		639
Inventory		(152	)		(1	)
Prepaid expenses		(475	)		15
Risk settlements due from/due to providers		(84	)		(281	)
Due to/from related parties		-			(392	)
Other assets		(52	)		(205	)
Accounts payable		1,470			1,160
Accrued expenses		3,675			(134	)
Other liabilities		1,002			720
Net Cash (Used In)/Provided by Operating Activities		(12,139	)		3,372
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(1,467	)		(1,690	)
Net Cash Used in Investing Activities		(1,467	)		(1,690	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on long-term debt		(1,570	)		(181	)
Net Cash Used In Financing Activities		(1,570	)		(181	)
NET (DECREASE)/INCREASE IN CASH		(15,176	)		1,501
Cash - Beginning of Period		47,917			4,934
CASH - END OF PERIOD	$	32,740		$	6,435

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

(4)

CAREMAX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

(in thousands)

	Three Months Ended March 31,		Three Months Ended March 31,
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:	2022		2021
Vesting of Series B Warrants under Advisory Agreement		2,530		—
Additions to construction in progress funded through accounts payable		585		—
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest		1,353		504

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

(5)

CAREMAX, inc.

NOTES TO condensed consolidated FINANCIAL STATEMENTS

(Unaudited)

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 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 and Article 8 of Regulation S-X. 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 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

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CAREMAX, inc.

NOTES TO condensed consolidated FINANCIAL STATEMENTS

(unaudited)

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, and was accounted for using the acquisition method of accounting. CareMax recorded the fair value of assets acquired and liabilities assumed from IMC.

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” for additional information.

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 for the year ended December 31, 2021, which was filed with the SEC on March 16, 2022.

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. 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 testing of long-lived assets, including goodwill and intangible assets; the valuation of the derivative warrant liabilities; the estimated useful lives of fixed assets and intangible assets, including internally developed software; revenue recognition and liability for unpaid claims. Actual results could differ from those estimates.

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CAREMAX, inc.

NOTES TO condensed consolidated FINANCIAL STATEMENTS

(unaudited)

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, consistent with those requirements for a private company due to the Company’s status as an EGC and the provisions of the JOBS Act. Accordingly, the 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. The effect of adoption to be presented in the Company’s 2022 Form 10-K is expected to be material, adding approximately $0.1 billion right of use assets and corresponding lease liabilities to the Company’s balance sheet as of January 1, 2022.

In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which was subsequently amended by ASU No. 2020-03, "Codification Improvements to financial Instruments" (collectively referred to as "ASC 326"), which is intended to improve financial reporting by requiring earlier recognition of credit losses on certain financial assets. This standard replaces the previous incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is acquired or purchased. The standard has been further refined through subsequent releases by the Financial Accounting Standards Board ("FASB'). The Company adopted ASC 326 on January 1, 2022 with no material impact to the consolidated financial statements.

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

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CAREMAX, inc.

NOTES TO condensed consolidated FINANCIAL STATEMENTS

(unaudited)

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, "Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." The ASU improves comparability after business combinations by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. ASU 2021-08 is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the effect this ASU will have on its consolidated financial statements.

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

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 months ended March 31, 2022 and 2021, respectively. Estimated recoveries under stop loss policies are reported within the capitation receivable or amounts due to health plans as the counterparty responsible for the payment of the claims and the stop loss is the respective health plan.

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 Amount
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 Carrying Amount		Accumulated Amortization			Net Book Value		Weighted Average Amortization Period (years)
March 31, 2022
Risk Contracts	$	64,570	$	(13,226	)	$	51,343		7
Non-compete agreements	$	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

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CAREMAX, inc.

NOTES TO condensed consolidated FINANCIAL STATEMENTS

(unaudited)

	Gross Carrying Amount		Accumulated Amortization			Net Book Value		Weighted Average Amortization Period (years)
December 31, 2021
Risk Contracts	$	64,822	$	(9,818	)	$	55,004		7
Non-compete agreements	$	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. PROPERTY AND EQUIPMENT

A summary of property and equipment at March 31, 2022 and December 31, 2021 is as follows (in thousands):

	March 31, 2022			December 31, 2021
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. LONG TERM DEBT

As at March 31, 2022 and December 31, 2021, long term debt consisted of the following (in thousands):

	March 31, 2022			December 31, 2021
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. 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

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CAREMAX, inc.

NOTES TO condensed consolidated FINANCIAL STATEMENTS

(unaudited)

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, as non-employee awards issued to Related in exchange for real estate advisory services to be rendered per the Advisory Agreement. As a result, the Company recorded the Series A Warrants as a component of additional paid-in-capital using the fair value as of July 13, 2021.

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 day period and subject to certain adjustments and conditions as described in the Series B Warrant. In the event that the Series B Warrant is called for redemption by the Company, the Advisor may pay the exercise price for the Series B Warrant Shares six months following the notice of redemption by the Company.

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, for additional information.

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.

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CAREMAX, inc.

NOTES TO condensed consolidated FINANCIAL STATEMENTS

(unaudited)

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 consideration to be paid out in the form of Class A Common Stock. The Business Combination Agreement provides that up to an additional 3,500,000 and 2,900,000 contingently issuable shares of Class A Common (the "Earnout Shares") are payable after the Closing to the CMG Sellers and IMC Parent: (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 trading period (the “First Share Price Trigger”), then 1,750,000 and 1,450,000 Earnout Shares are issuable to the CMG Sellers and IMC Parent, respectively, and (ii) if within the two years after the 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 trading period (the “Second Share Price Trigger” and together with the First Share Price Trigger, the “Share Price Triggers”), then 1,750,000 and 1,450,000 Earnout Shares will be issued and paid to the CMG Sellers and IMC Parent, respectively. If prior to (i) the satisfaction of the Share Price Triggers, and (ii) the end of the Second Earnout Period, the Company enters into a change in control transaction as described in the Business Combination Agreement, and the price per share of the Company’s Class A Common Stock payable to the stockholders of the Company in such change in control transaction is greater than the Share Price Triggers that have not been satisfied during the Earnout Period, then at the closing of such change in control transaction, the Share Price Triggers will be deemed to have been satisfied and the Company is required to issue, as of such closing, the applicable unissued Earnout Shares. The estimated fair value of the Earnout Shares was initially accounted for as a liability-classified instrument with changes in its fair value recorded in our condensed consolidated statements of operations until July 9, 2021. On July 9, 2021, 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 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.

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

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CAREMAX, inc.

NOTES TO condensed consolidated FINANCIAL STATEMENTS

(unaudited)

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 awards (RSU, PSU, options) that will vest over the weighted-average period of 2.5 years (there were no awards outstanding as of March 31, 2021).

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 Ended March 31,
	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. 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 in Active Markets		Significant other Observable Units		Significant other Unobservable Units
Description	(Level 1)		(Level 2)		(Level 3)
Derivative warrant liabilities	$	—	$	—	$	11,911

December 31, 2021	Quoted Prices in Active Markets		Significant other Observable Units		Significant other Unobservable Units
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

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CAREMAX, inc.

NOTES TO condensed consolidated FINANCIAL STATEMENTS

(unaudited)

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, 2022			December 31, 2021
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. 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, for additional information.

NOTE 11. OPERATING LEASES AND COMMITMENTS

The Company has entered into non-cancelable operating lease agreements for office space and centers expiring at various times through 2033. The operating lease agreements have renewal options ranging from one to seven years. 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

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.

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CAREMAX, inc.

NOTES TO condensed consolidated FINANCIAL STATEMENTS

(unaudited)

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 entity for federal and state income tax purposes, and as such, the results of operations were allocated to the members for inclusion in their income tax returns. Following the Business Combination, the income of CMG flows through to the Company and is taxed at the federal and state levels accordingly.

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. 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. 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, 2022		December 31, 2021
Total assets	$	1,500	$	-
Total liabilities	$	1,500	$	-

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CAREMAX, inc.

NOTES TO condensed consolidated FINANCIAL STATEMENTS

(unaudited)

No revenues or expenses have been generated or incurred by the PCs during the three months ended March 31, 2022.

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, (b) the Federal Funds Rate plus 0.50% and (c) Term SOFR for an interest period of one month, subject to a floor of 1.00%, plus 1.00%), plus an applicable margin rate of 8.00%; or (ii) Term SOFR (calculated as the Secured Overnight Financing Rate published on the Federal Reserve Bank of New York’s website, plus a spread adjustment of 0.114%, 0.262% or 0.428%, depending on if the Company selects a one-month, three-month or six-month interest period, respectively), plus an applicable margin rate of 9.00%. The Company may, at its option, elect to capitalize up to 4.00% of the interest as principal amount on the outstanding Term Loans, provided that in such case the applicable margin rate will be increased by 0.50%. Accrued and unpaid interest is payable (x) with respect to Alternate Base Rate loans, quarterly on the last business day of each of March, June, September and December (each, a “Quarterly Payment Date”), with any remaining accrued and unpaid interest paid upon the Maturity Date (as defined below), (y) with respect to Term SOFR loans, on the last day of interest period as selected by the Company and, in the case of any Term SOFR loan with an interest period greater than three months, each day that is the three-month anniversary of such Term SOFR loan, with any remaining accrued and unpaid interest paid upon the Maturity Date and (z) for loans under the Revolving Facility, upon the Maturity Date.

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

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CAREMAX, inc.

NOTES TO condensed consolidated FINANCIAL STATEMENTS

(unaudited)

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 rate, and also includes cure rights for the Company upon certain events of default.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, references in this section to “CareMax,” “we,” “us,” “our,” and the “Company” refers to CareMax, Inc. together with its consolidated subsidiaries. The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity, capital resources and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q (the “Report”).

Forward-Looking Statements

This Report contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. The words “anticipate,” “believe,” “plan,” “expect,” “may,” “could,” “should,” “project,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement in not forward-looking. Actual results could differ materially from those discussed in these forward-looking statements due to a variety of risks and uncertainties and other factors, including, but not limited to those contained in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”), which was filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2022, under the caption “Risk Factors” and, the following:

•the impact of the COVID-19 pandemic or any other pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide on our business, financial condition and results of operation;

•our ability to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain our key employees;

•our ability to integrate the businesses of CMG, IMC, SMA, DNF, Advantis and other acquisitions;

•our ability to complete acquisitions and to open new centers and the timing of such acquisitions and openings;

•the viability of our growth strategy, including both organic and de novo growth and growth by acquisition, and our ability to realize expected results, as well as our ability to access the capital necessary for such growth;

•our ability to attract new patients;

•the dependence of our revenue and operations on a limited number of key payors;

•the risk of termination, non-renewal or renegotiation of the Medicare Advantage (“MA”) contracts held by the health plans with which we contract, or the termination, non-renewal or renegotiation of our contracts with those plans;

•the impact on our business from changes in the payor mix of our patients and potential decreases in our reimbursement rates;

•our ability to manage our growth effectively, execute our business plan, maintain high levels of service and patient satisfaction and adequately address competitive challenges;

•the impact of restrictions contained in certain of our agreements on our current and future operations;

•competition from primary care facilities and other healthcare services providers;

•competition for physicians and nurses, and shortages of qualified personnel;

•the impact on our business of reductions in Medicare reimbursement rates or changes in the rules governing the Medicare program, including the MA program;

•the impact on our business of state and federal efforts to reduce Medicaid spending;

•a shift in payor mix to Medicare payors as well as an increase in the number of Medicaid patients may result in a reduction in the average rate of reimbursement;

•our assumption under most of our agreements with health plans of some or all of the risk that the cost of providing services will exceed our compensation;

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•risks associated with estimating the amount of revenues and refund liabilities that we recognize under our risk agreements with health plans;

•the impact on our business of security breaches, loss of data, or other disruptions causing the compromise of sensitive information or preventing us from accessing critical information;

•the impact of our existing or future indebtedness and any associated debt covenants on our business and growth prospects;

•the impact on our business of disruptions in our disaster recovery systems or management continuity planning;

•the potential adverse impact of legal proceedings and litigation;

•the impact of reductions in the quality ratings of the health plans we serve;

•our ability to maintain and enhance our reputation and brand recognition;

•our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems;

•our ability to obtain, maintain and enforce intellectual property protection for our technology;

•the potential adverse impact of claims by third parties that we are infringing on or otherwise violating their intellectual property rights;

•our ability to protect the confidentiality of our trade secrets, know-how and other internally developed information;

•the impact of any restrictions on our use of or ability to license data or our failure to license data and integrate third-party technologies;

•our ability to protect data, including personal health data, and maintain our information technology systems from cybersecurity breaches and data leakage;

•our ability to adhere to all of the complex government laws and regulations that apply to our business;

•our reliance on strategic relationships with third-parties to implement our growth strategy;

•the impact on our business if we are unable to effectively adapt to changes in the healthcare industry, including changes to laws and regulations regarding or affecting U.S. healthcare reform;

•that estimates of market opportunity and forecasts of market and revenue growth included in this Quarterly Report may prove to be inaccurate, if at all;

•our operating results and stock price may be volatile;

•risks associated with estimating the amount of revenues that we recognize under our risk agreements with health plans;

•our ability to navigate rules and regulations that govern our licensing and certification, as well as credentialing processes with private payors, before we can receive reimbursement for their services; and

•our ability to develop and maintain proper and effective internal control over financial reporting.

Due to the uncertain nature of these factors, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Any forward-looking statement speaks only as of the date on which statement is made, and we undertake no obligation to update any of these statements or circumstances occurring after the date of this Report. New factors may emerge, and it is not possible to predict all factors that may affect our business and prospects.

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Our Business

CareMax currently operates 48 centers in Florida, Tennessee and New York and plans to open 15 de novo centers during 2022, inclusive of the three opened in the first quarter of 2022. CareMax offers a comprehensive range of medical services, including primary and preventative care, specialist services, diagnostic testing, chronic disease management and dental and optometry services under global capitation contracts.

CareMax’s comprehensive, high touch approach to health care delivery is powered by its CareOptimize technology platform. CareOptimize is a proprietary end-to-end technology platform that aggregates data and analyzes that data using proprietary algorithms and machine learning to support more informed care delivery decisions and to focus care decisions on preventative chronic disease management and the social determinants of health. CareMax believes that CareOptimize is designed to drive better outcomes and lower costs. CareMax has shifted from selling the CareOptimize platform to new outside customers for a software subscription fee and is instead focused on providing the software to affiliated practices of its managed services organization ("MSO") to further improve financial, clinical and quality outcomes from the affiliated providers. As of March 31, 2022, this MSO serviced more than 100 independent physician associations ("IPAs").

CarMax’s centers offer 24/7 access to care through employed providers and provide a comprehensive suite of high-touch health care and social services to its patients, including primary care, specialty care, telemedicine, health & wellness, optometry, dental, pharmacy and transportation. CareMax’s differentiated healthcare delivery model is focused on care coordination with vertically integrated ambulatory care and community-centric services. The goal of CareMax is to intercede as early as possible to manage chronic conditions for its patient members in a proactive, holistic, and tailored manner to provide a positive influence on patient outcomes and a reduction in overall healthcare costs. CareMax specifically focuses on providing access to high quality care in underserved communities, with approximately 61% of its MA patients being dual-eligible (meaning eligible for both Medicare and Medicaid) and low-income subsidy eligible as of March 31, 2022 (60% as of December 31, 2021).

While CareMax’s primary focus is providing care to Medicare eligible seniors who are mostly 65+ (approximately 79% and 100% of revenue for the three months ended March 31, 2022 and 2021, respectively, came from these patients), we also provide services to children and adults through Medicaid programs as well as through commercial insurance plans. Substantially all of CareMax’s Medicare patients are enrolled in MA plans which are run by private insurance companies, and are approved by and under contract with Medicare. With MA, patients get all of the same coverage as original Medicare, including emergency care, and most plans also include prescription drug coverage. In many cases, MA plans offer more benefits than original Medicare, including dental, vision, hearing and wellness programs.

We believe we can translate the above premium services into economic benefits. By focusing on interventions that keep our patients healthy, we can capture the cost savings that our care model creates and reinvest them further in our care model. We believe these investments lead to better outcomes and improved patient experiences, which will drive further cost savings, power patient retention and enable us to attract new patients. We believe increasing cost savings over a growing patient population will deliver an even greater surplus to the organization, enabling us to reinvest to scale and fund new centers, progress our care model and enhance our technology.

Key Factors Affecting Our Performance

Our Patients

As discussed above, CareMax partners with MA, Medicaid, and commercial insurance plans. While CareMax currently services mostly MA patients, we also accept Medicare Fee-for-Service patients. The chart below shows a breakdown of our current membership on a pro forma basis. This pro forma view assumes the Business Combination with IMC occurred on January 1, 2020 and is based upon estimates which we believe are reasonable:

Patient Count as of*	Mar 31, 2020		Jun 30, 2020		Sep 30, 2020		Dec 31, 2020		Mar 31, 2021		Jun 30, 2021		Sep 30, 2021		Dec 31, 2021		Mar 31, 2022
Medicare		15,500		15,500		16,500		16,500		16,500		21,500		26,500		33,500		34,000
Medicaid		12,500		22,500		22,500		21,000		23,000		23,500		24,500		28,000		28,500
Commercial		15,500		13,500		15,000		14,500		15,000		17,500		17,500		21,500		21,500
Total Count		43,000		51,500		54,000		52,000		54,500		62,500		68,500		83,500		84,000

*Figures may not sum due to rounding

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Because CareMax accepts multiple insurance types, it uses a Medicare-Equivalent Member (“MCREM”) value in reviewing key factors of its performance. To determine the Medicare-Equivalent, CareMax calculates the amount of support typically received by one Medicare patient as equivalent to the level of support received by three Medicaid or Commercial patients. This is due to Medicare patients on average having significantly higher levels of chronic and acute conditions that need higher levels of care. Due to this dynamic, a 3:1 ratio is applied when normalizing membership statistics year over year. The breakdown of membership on a pro forma basis using MCREM is below:

MCREM Count as of*	Mar 31, 2020		Jun 30, 2020		Sep 30, 2020		Dec 31, 2020		Mar 31, 2021		Jun 30, 2021		Sep 30, 2021		Dec 31, 2021		Mar 31, 2022
Medicare		15,500		15,500		16,500		16,500		16,500		21,500		26,500		33,500		34,000
Medicaid		4,200		7,400		7,500		7,000		7,600		7,900		8,100		9,400		9,400
Commercial		5,100		4,600		5,000		4,900		5,100		5,900		5,800		7,200		7,200
Total MCREM		24,800		27,500		29,000		28,400		29,200		35,300		40,400		50,100		50,600

*Figures may not sum due to rounding

Medicare Advantage Patients

As of March 31, 2022, CareMax had approximately 34,000 MA patients of which 86% were in value-based, or risk-based, contracts. This means CareMax has been selected as the patient’s primary care provider and is financially responsible for all of the patient’s medical costs. For these patients CareMax is attributed an agreed percentage of the premium the MA plan receives from the Centers for Medicare and Medicaid Services (“CMS”) (typically a substantial majority of such premium given the risk assumed by CareMax). A reconciliation is performed periodically and if premiums exceed medical costs paid by the MA plan, CareMax receives payment from the MA plan. If medical costs paid by the MA plan exceed premiums, CareMax is responsible to reimburse the MA plan.

Medicaid Patients

As of March 31, 2022, CareMax had approximately 28,500 Medicaid patients of which approximately 92% were in value-based contracts. Using the MCREM metric, the level of support required to manage these Medicaid patients equates to that of approximately 9,400 Medicare patients. In Florida, most Medicaid recipients are enrolled in the Statewide Medicaid Managed Care program.

Similar to the risk it takes with Medicare, CareMax is attributed an agreed percentage of the premium the Medicaid plan receives (typically a substantial majority of such premium given the risk assumed by CareMax). A reconciliation is performed periodically and if premiums exceed medical costs paid by the Medicaid plan, CareMax receives payment from the Medicaid plan. If medical costs paid by the Medicaid plan exceed premiums, we are responsible to reimburse the Medicaid plan.

Commercial Patients

As of March 31, 2022, CareMax managed approximately 21,500 commercial patients of which approximately 30% were under a value-based contracts that provided upside-only financial incentives for quality and utilization performance. Using the MCREM, the level of support required to manage these commercial patients equates to that of approximately 7,200 Medicare patients.

CareMax cares for a number of commercial patients (approximately 15% of CareMax's total patients) for whom it is reimbursed on a fee-for-service basis via their health plan in situations where it does not have a capitation relationship with that particular health plan.

CareMax fee for-service revenue, received directly from commercial plans, on a per patient basis is lower than its per patient revenue for at-risk patients basis in part because its fee-for-service revenue covers only the primary care services that it directly provides to the patient, while the risk revenue is intended to compensate it for the services directly performed by it as well as the financial risk that it assumes related to the third-party medical expenses of at-risk patients.

Contract with Payors

Our economic model relies on its capitated partnerships with payors which manage and market MA plans across the United States. CareMax has established strategic value-based relationships with eleven different payors for Medicare Advantage patients, four different payors for Medicaid patients and one payor for Affordable Care Act ("ACA") patients. Our three largest

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payor relationships were Anthem, Humana and Centene, which generated 35%, 17% and 16% of our revenue during the three months ended March 31, 2022, respectively, and 49%, 4%, and 18% of our revenue on a pro forma basis, assuming the Business Combination with IMC occurred on January 1, 2020, during the three months ended March 31, 2021, respectively. These existing contracts and relationships with our partners’ understanding of the value of the CareMax model reduces the risk of entering into new markets as CareMax typically has payor contracts before entering a new market. Maintaining, supporting, and growing these relationships, particularly as CareMax enters new markets, is critical to our long-term success. We believe CareMax’s model is well-aligned with its payor partners — to drive better health outcomes for their patients, enhancing patient satisfaction, while driving incremental patient and revenue growth. This alignment of interests helps ensures our continued success with our payor partners.

Effectively Manage the Cost of Care for Our Patients

The capitated nature of our contracting with payors requires us to prudently manage the medical expense of our patients. Our external provider costs are our largest expense category, representing 63% of our total operating expenses for the three months ended March 31, 2022 and 70% of our total operating expenses for the three months ended March 31, 2021. Our care model focuses on leveraging the primary care setting as a means of avoiding costly downstream healthcare costs, such as acute hospital admissions. Our patients retain the freedom to seek care at ERs or hospitals; we do not restrict their access to care. Therefore, we could be liable for potentially large medical claims should we not effectively manage our patients’ health. We utilize stop-loss insurance for our patients, protecting us for medical claims per episode in excess of certain levels.

Center-Level Contribution Margin

We endeavor to expand our number of centers and number of patients at each center over time. Due to the significant fixed costs associated with operating and managing our centers, we generate significantly better center-level contribution margins as the patient base within our centers increases and our costs decrease as a percentage of revenue. As a result, the value of a center to our business increases over time when the number of patients at a center expands.

Seasonality to our Business

Due to the large number of dual-eligible patients (meaning eligible for both Medicare and Medicaid) we serve, the annual enrollment period does not materially affect our growth during the year. We typically see large increases in ACA patients during the first quarter as a result of the ACA annual enrollment period (October to December). However, this is not a large portion of our business.

Our operational and financial results will experience some variability depending upon the time of year in which they are measured. This variability is most notable in the following areas:

Per-Patient Revenue

The revenue derived from our at-risk patients is a function of the percentage of premium we have negotiated with our payor partners, as well as our ability to accurately and appropriately document the acuity of a patient. We experience some seasonality with respect to our per-patient revenue, as it will generally decline over the course of the year. In January of each year, CMS revises the risk adjustment factor for each patient based upon health conditions documented in the prior year, leading to changes in per-patient revenue. As the year progresses, our per-patient revenue declines as new patients join us, typically with less complete or accurate documentation (and therefore lower risk-adjustment scores), and patient mortality disproportionately impacts our higher-risk (and therefore greater revenue) patients.

External Provider Costs

External Provider Costs will vary seasonally depending on a number of factors, but most significantly the weather. Certain illnesses, such as the influenza virus, are far more prevalent during colder months of the year, which can result in an increase in medical expenses during these time periods. We would therefore expect to see higher levels of per-patient medical costs in the first and fourth quarters. Medical costs also depend upon the number of business days in a period. Shorter periods will have lesser medical costs due to fewer business days. Business days can also create year-over-year comparability issues if one year has a different number of business days compared to another. We would also expect to experience an impact in the future should there be another pandemic such as COVID-19, which may result in increased or decreased total medical costs depending

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upon the severity of the infection, the duration of the infection and the impact to the supply and availability of healthcare services for our patients.

Investments in Growth

We expect to continue to focus on long-term growth through investments in our centers, care model and marketing. In addition, we expect our corporate, general and administrative expenses to increase in absolute dollars for the foreseeable future to support our growth and because of additional costs as a public company, including expenses related to compliance with the rules and regulations of the SEC, Sarbanes Oxley Act compliance, the stock exchange listing standards, additional corporate and director and officer insurance expenses, greater investor relations expenses and increased legal, audit and consulting fees. As we have communicated, we plan to invest in openings of new de novo centers over the next several years. Historically, de novo centers require upfront capital and operating expenditures, which may not be fully offset by additional revenues in the near-term, and we similarly expect a period of unprofitability in our future de novo centers before they break even. While our net income may decrease in the future because of these activities, we plan to balance these investments in future growth with a continued focus on managing our results of operations and generating positive income from our core centers and scaled acquisitions. In the longer term we anticipate that these investments will positively impact our business and results of operations.

Key Business Metrics

In addition to our financial information which conforms with generally accepted accounting principles in the United States of America (“GAAP”), management reviews a number of operating and financial metrics, including the following key metrics, to evaluate its business, measure its performance, identify trends affecting its business, formulate business plans, and make strategic decisions.

Use of Non-GAAP Financial Information

Certain financial information and data contained in this Report is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any periodic filing, information or proxy statement, or prospectus or registration statement to be filed by the Company with the SEC. Some of the financial information and data contained in this Report, such as Adjusted EBITDA and Platform Contribution have not been prepared in accordance with GAAP. These non-GAAP measures of financial results are not GAAP measures of our financial results or liquidity and should not be considered as an alternative to net income (loss) as a measure of financial results, cash flows from operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. The Company believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. Management uses these non-GAAP measures for trend analyses and for budgeting and planning purposes.

The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. For this reason, these non-GAAP measures may not be comparable to other companies' similarly labeled non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. You should review the Company’s audited financial statements contained in the Annual Report.

EBITDA and Adjusted EBITDA

Management defines “EBITDA” as net income or net loss before interest expense, income tax provision, depreciation and amortization, change in fair value of warrant liabilities, and gain or loss on extinguishment of debt. “Adjusted EBITDA” is defined as EBITDA adjusted for special items such as duplicative costs, non-recurring legal, consulting, and professional fees, stock based compensation, de novo costs for the first 18 months after opening, discontinued operations, acquisition costs and other costs that are considered one-time in nature as determined by management. Additionally, Adjusted EBITDA presented on a pro forma basis gives effect to the acquisitions of IMC and Care Holdings Group, LLC ("Care Holdings"), which owned

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Care Optimize LLC, as if they had occurred in historical periods, which does not necessarily reflect what the Company’s Adjusted EBITDA would have been had the acquisitions occurred on the dates indicated. Adjusted EBITDA is intended to be used as a supplemental measure of our performance that is neither required by, nor presented in accordance with, GAAP. Management believes that the use of Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing its financial measure with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentations of these measures should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Adjusted EBITDA in the same fashion.

Due to these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on the GAAP results and using Adjusted EBITDA on a supplemental basis. Please review the reconciliation of net (loss) income to EBITDA and Adjusted EBITDA below and do not rely on any single financial measure to evaluate the Company’s business:

	Three Months Ended March 31,
($ in thousands)	2022			2021			Y/Y Change
Net (loss) income	$	(16,797	)	$	1,302		$	(18,099	)
GAAP Pro Forma adjustments (1)		-			(2,730	)		2,730
Pro Forma net loss		(16,797	)		(1,429	)		(15,368	)
Interest expense		1,728			1,400			328
Depreciation and amortization		5,062			2,979			2,083
Loss on remeasurement of warrant    liabilities		3,536			-			3,536
Income tax provision		181			-			181
Other expenses		462			212			250
EBITDA		(5,829	)		3,162			(8,991	)
Other adjustments
Non-recurring expenses (2)		6,055			2,795			3,260
Acquisition costs (3)		3,429			1,168			2,261
Stock based compensation		1,087			-			1,087
De novo losses (4)		1,119			184			935
Discontinued operations		-			(1	)		1
Adjusted EBITDA	$	5,862		$	7,308		$	(1,446	)

Figures may not sum due to rounding.

(1) Pro Forma figures give effect to the Business Combinations of IMC and Care Holdings as if they had occurred in historical periods.

(2) Includes professional fees, salaries and wages, and other expenses deemed one-time in nature.

(3) Includes transaction costs, integration costs, and other costs to achieve synergies.

(4) Includes non-buildout related costs incurred prior to opening a de novo location and initial opening losses post-center opening up to the point of breakeven.

Platform Contribution

We define platform contribution as revenue less the sum of (i) external provider costs and (ii) cost of care. We believe this metric best reflects the economics of our care model as it includes all medical claims expense associated with our patients’ care as well as the costs we incur to care for our patients via the CareMax System. As a center matures, we expect the platform contribution from that center to increase both in terms of absolute dollars as well as a percentage of capitated revenue. This increase will be driven by improving patient contribution economics over time, as well as our ability to generate operating leverage on the costs of our centers. Our aggregate platform contribution may not increase despite improving economics at our existing centers should we open new centers at a pace that skews our mix of centers towards newer centers. We would expect to experience minimal seasonality in platform contribution due to minimal seasonality in our patient contribution.

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In addition to our GAAP financial information, we review a number of operating and financial metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. The chart below is a pro forma view of our operations. This pro forma view assumes the Business Combination occurred on January 1, 2020, and are based upon estimates which we believe are reasonable.

Non-GAAP Operating Metrics

Patient & Platform Contribution	Mar 31, 2020			Jun 30, 2020			Sep 30, 2020			Dec 31, 2020			Mar 31, 2021			Jun 30, 2021			Sep 30, 2021			Dec 31, 2021			Mar 31, 2022
Centers		21			21			22			24			24			34			40			45			48
Markets		1			1			1			1			1			2			3			4			6
Patients (MCREM)		24,800			27,500			29,000			28,400			29,200			35,300			40,400			50,100			50,600
At-risk		84.8	%		86.7	%		85.6	%		87.7	%		87.0	%		84.1	%		87.2	%		79.3	%		79.8	%
Platform Contribution ($, Millions)	$	14.1		$	18.1		$	15.5		$	17.9		$	14.7		$	8.2		$	11.0		$	16.0		$	17.3

Centers

We define our centers as those primary care centers open for business and capable of attending to patients at the end of a particular period.

Patients (MCREM)

MCREM patients includes both at-risk MA patients (those patients for whom we are financially responsible for their total healthcare costs) as well as risk and non-risk, non-MA patients. We define our total at-risk patients as at-risk patients who have selected us as their provider of primary care medical services as of the end of a particular period. We define our total fee-for-service patients as fee-for-service patients who come to one of our centers for medical care at least once per year. A fee-for-service and at-risk patient remains active in our system until we are informed by the health plan the patient is no longer active. As discussed above, CareMax calculates the amount of support typically received by one Medicare patient as equivalent to the level of support received by three Medicaid or Commercial patients.

Impact of COVID-19

The rapid spread of COVID-19 around the world and throughout the United States altered the behavior of businesses and people, with significant negative effects on federal, state and local economies. The virus disproportionately impacts older adults, especially those with chronic illnesses, which describes many of our patients.

We estimate our performance for the three months ended March 31, 2022 has been negatively impacted by approximately $1.0 million of direct COVID-19 costs.

Management cannot accurately predict the future impacts of COVID-19 due to the uncertainty surrounding future spikes in COVID-19 cases or new variants that may emerge in the future.

Components of Results of Operations

Revenue

Medicare risk-based revenue and Medicaid risk-based revenue. Our capitated revenue consists primarily of fees for medical services provided by us or managed by our MSO under a global capitation arrangement made directly with various MA payors. Capitation is a fixed amount of money per patient per month paid in advance for the delivery of health care services, whereby we are generally liable for medical costs in excess of the fixed payment and are able to retain any surplus created if medical costs are less than the fixed payment. A portion of our capitated revenues are typically prepaid monthly to us based on the number of MA patients selecting us as their primary care provider. Our capitated rates are determined as a percentage of the premium the MA plan receives from CMS for our at-risk members. Those premiums are determined via a competitive bidding process with CMS and are based upon the cost of care in a local market and the average utilization of services by the patients enrolled. Medicare pays capitation using a “risk adjustment model,” which compensates providers based on the health status (acuity) of each individual patient. Payors with higher acuity patients receive more in premium, and those with lower acuity patients receive less in premium. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data

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submitted for the preceding year and is adjusted in subsequent periods after the final data is compiled. As premiums are adjusted via this risk adjustment model, our capitation payments will change in unison with how our payor partners’ premiums change with CMS. Risk adjustment in future periods may be impacted by COVID-19 and our inability to accurately document the health needs of our patients in a compliant manner, which may have an adverse impact on our revenue.

For Medicaid, premiums are determined by Florida’s AHCA and based rates are adjusted annually using historical utilization data projected forward by a third-party actuarial firm. The rates are established based on specific cohorts by age and sex and geographical location. AHCA uses a “zero sum” risk adjustment model that establishes acuity for certain cohorts of patients quarterly, depending on the scoring of that acuity, and may periodically shift premiums from health plans with lower acuity members to health plans with higher acuity members.

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 CareMax is not liable for medical costs in excess of the fixed payment. Capitated revenues are typically prepaid monthly to CareMax 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, pharmacy revenue and revenue generated from CareOptimize are reported in other revenue.

We expect capitated revenue will increase as a percentage of total revenues over time because of the greater revenue economics associated with at-risk patients compared to fee-for-service patients.

Operating Expenses

Medicare and Medicaid external provider costs. External provider costs include all services at-risk patients utilize. These include claims paid by the health plan and estimates for unpaid claims. The estimated reserve for incurred but not paid claims is included in accounts receivable as we do not pay medical claims. Actual claims expense will differ from the estimated liability due to factors in estimated and actual patient utilization of health care services, the amount of charges, and other factors. We typically reconcile our medical claims expense with our payor partners on a monthly basis and adjust our estimate of incurred but not paid claims if necessary. To the extent we revise our estimates of incurred but not paid claims for prior periods up or down, there would be a correspondingly favorable or unfavorable effect on our current period results that may or may not reflect changes in long term trends in our performance. We expect our medical claims expenses to increase in both absolute dollar terms as well as on a per patient per month ("PPPM") basis given the healthcare spending trends within the Medicare population and the increasing disease burden of patients as they age.

Cost of care. Cost of care includes the costs of additional medical services we provide to patients that are not paid by the plan. These services include patient transportation, medical supplies, auto insurance and other specialty costs, like dental or vision. In some instances, we have negotiated better rates than the health plans for these health plan covered services. In addition, cost of care includes rent and facilities costs required to maintain and operate our centers.

Expenses from our physician groups that contract with our MSO are consolidated with other clinical and MSO expenses to determine profitability for our at-risk and fee-for-service arrangements. Physician group economics are not evaluated on a stand-alone basis, as certain non-clinical expenses need to be consolidated to consider profitability.

We measure the incremental cost of our capitation agreements by starting with our center-level expenses, which are calculated based upon actual expenses incurred at a specific center for a given period of time and expenses that are incurred centrally and allocated to centers on a ratable basis. These expenses are allocated to our at-risk patients based upon the number of visit slots these patients utilized compared to the total slots utilized by all of our patients. All visits, however, are not identical and do not require the same level of effort and expense on our part. Certain types of visits are more time and resource intensive and therefore result in higher expenses for services provided internally. Generally, patients who are earlier in their tenure with CareMax utilize a higher percentage of these more intensive visits, as we get to know the patient and properly assess and document such patient’s health condition.

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Selling and marketing expenses. Selling and marketing expenses include the cost of our sales and community relations team, including salaries and commissions, radio and television advertising, events and promotional items.

Corporate general and administrative expenses. Corporate general and administrative expenses include employee-related expenses, including salaries and related costs and stock-based compensation, technology infrastructure, operations, clinical and quality support, finance, legal, human resources, and business development departments. In addition, corporate general and administrative expenses include corporate technology, third party professional services and corporate occupancy costs. We expect these expenses to increase over time due to the additional legal, accounting, insurance, investor relations and other costs that we will incur as a public company, as well as other costs associated with continuing to grow our business. We also expect our corporate, general and administrative expenses to increase in absolute dollars in the foreseeable future. However, we anticipate corporate, general and administrative expenses to decrease as a percentage of revenue over the long term, although they may fluctuate as a percentage of revenue from period to period due to the timing and amount of these expenses.

Depreciation and amortization. Depreciation and amortization expenses are primarily attributable to our capital investments and consist of fixed asset depreciation, amortization of intangibles considered to have definite lives, and amortization of capitalized internal-use software costs.

Other Income (Expenses)

Interest expense. Interest expense consists primarily of interest payments on our outstanding borrowings.

Other income (expense), net. Other income (expense), net, includes research and development costs, franchise tax payments and other miscellaneous corporate expenses.

Acquisition related costs. Acquisition related costs consist of legal and other transaction-related expenses.

Results of Operations

Three Months Ended March 31, 2022 compared to Three Months Ended March 31, 2021

The following table sets forth our condensed consolidated statements of operations data for the periods indicated:

	Three Months Ended March 31,
($ in thousands)	2022			2021			$ Change			% Change
Revenue
Medicare risk-based revenue	$	107,747		$	27,816		$	79,931			287.4	%
Medicaid risk-based revenue		20,165			-			20,165			100.0	%
Other revenue		9,008			102			8,906			8,731.8	%
Total revenue		136,920			27,918			109,002			390.4	%
Operating expense
External provider costs		92,856			18,159			74,697			411.3	%
Cost of care		27,349			5,353			21,996			410.9	%
Sales and marketing		3,301			291			3,010			1,034.4	%
Corporate, general and administrative		18,978			1,795			17,183			957.3	%
Depreciation and amortization		5,062			514			4,548			884.7	%
Acquisition related costs		266			-			266			100.0	%
Total costs and expenses		147,811			26,112			121,699			466.1	%
Operating (loss) income	$	(10,890	)	$	1,806		$	(12,696	)		(703.0	%)
Interest expense		(1,728	)		(504	)		(1,224	)		242.8	%
Loss on remeasurement of warrant liabilities		(3,536	)		-			(3,536	)		(100.0	%)
Other expenses		(462	)		-			(462	)		(100.0	%)
(Loss) income before income taxes	$	(16,616	)	$	1,302		$	(17,918	)		(1,376.2	%)
Income tax provision		(181	)		-			(181	)		(100.0	%)
Net (loss) income	$	(16,797	)	$	1,302		$	(18,099	)		(1,390.1	%)

*Figures may not sum due to rounding

Medicare risk-based revenue. Medicare risk-based revenue was $107.7 million for the three months ended March 31, 2022, an increase of $79.9 million compared to $27.8 million for the three months ended March 31, 2021. This increase was driven primarily by a 345% increase in the total number of at-risk patients from the acquisitions of IMC, SMA, and DNF, partially offset by a 13% reduction in rates, driven by member mix.

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Medicaid risk-based revenue. Medicaid risk-based revenue was $20.2 million for the three months ended March 31, 2022. Medicaid risk-based revenue relates entirely to patients that were acquired from the Business Combination with IMC.

Other revenue. Other revenue was $9.0 million for the three months ended March 31, 2022, an increase of $8.9 million compared to $102,000 for the three months ended March 31, 2021. The increase is related to fee-for-service and pharmacy revenues acquired in various acquisitions.

External provider costs. External provider costs were $92.9 million for the three months ended March 31, 2022, an increase of $74.7 million compared to $18.2 million for the three months ended March 31, 2021. The increase was primarily due to a 452% increase in at-risk patients from the acquisitions of IMC, SMA and DNF, partially offset by a 7% decrease in PPPM rates, driven by member mix.

Cost of care expenses. Cost of care expenses were $27.3 million for the three months ended March 31, 2022, an increase of $22.0 million compared to $5.3 million for the three months ended March 31, 2021. The increase was due to membership growth from acquisitions of IMC, SMA, and DNF.

Sales and marketing expenses. Sales and marketing expenses were $3.3 million for the three months ended March 31, 2022, an increase of $3.0 million compared to $291,000 for the three months ended March 31, 2021. The increase was primarily due to the increase in sales staff and marketing efforts resulting from acquisitions.

Corporate, general & administrative. Corporate, general & administrative expense was $19.0 million for the three months ended March 31, 2022, an increase of $17.2 million compared to $1.8 million for the three months ended March 31, 2021. The increase was primarily from the acquired overhead related to IMC, SMA, DNF, BIX and Advantis, as well as costs associated with becoming a publicly traded company.

Depreciation and amortization. Depreciation and amortization expense was $5.0 million for the three months ended March 31, 2022, an increase of $4.5 million compared to $514,000 for the three months ended March 31, 2021. This was due to amortization of intangible assets purchased in the IMC, SMA, and DNF acquisitions.

Acquisition related costs. Acquisition related costs were $266,000 for the three months ended March 31, 2022. This cost relates primarily to the acquisition of DNF and Advantis.

Interest expense. Interest expense was $1.7 million for the three months ended March 31, 2022, an increase of $1.2 million compared to $504,000 for the three months ended March 31, 2021. This was due to the increased borrowings under the Existing Credit Agreement.

Change in fair value of derivative warrant liabilities. We have recorded a loss of $3.5 million during the three months ended March 31, 2022, as a result of an increase in the fair value of derivative warrant liabilities. There were no warrant liabilities as of March 31, 2021.

Other expenses. Other expenses were $456,000 for the three months ended March 31, 2022 as compared to $0 for the three months ended March 31, 2021. The increase is driven by miscellaneous corporate expenses.

Liquidity and Capital Resources

Overview

As of March 31, 2022, we had cash on hand of $32.7 million. Our principal sources of liquidity have been our operating cash flows, borrowings under our Existing Credit Agreement and proceeds from equity issuances. We have used these funds to meet our capital requirements, which consist of salaries, labor, benefits and other employee-related costs, product and supply costs, third-party customer service, billing and collections and logistics costs, capital expenditures including patient equipment, center and office lease expenses, insurance premiums, acquisitions and debt service. Our future capital expenditure requirements will depend on many factors, including the pace and scale of our expansion in new and existing markets, any future acquisitions, patient volume, and revenue growth rates. Many of our capital expenditures are made in advance of patients beginning service. Certain operating costs are incurred at the beginning of the equipment service period and during initial patient set up. We also expect to incur costs related to acquisitions and de novo growth through the opening of new centers, which we expect to require significant capital expenditures, including lease and construction expenses. We may be required to seek additional equity or

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debt financing, in addition to cash on hand and borrowings under our Credit Facilities in connection with our business growth, including debt financing that may be available to us from certain health plans for each new center that we open under the terms of our agreements with those health plans. In the event that additional financing is required from outside sources, we may not be able to raise it on acceptable terms or at all. If additional capital is unavailable when desired, our business, results of operations, and financial condition would be materially and adversely affected. We believe that our expected operating cash flows, together with our existing cash, cash equivalents, amounts available under our Credit Facilities, and amounts available to us under our agreement with Anthem, each as described below, will continue to be sufficient to fund our operations and growth strategies for at least the next 12 months.

The Impact of COVID-19

As further detailed above in “Impact of COVID-19”, we estimate our performance during the three months ended March 31, 2022 has been impacted by approximately $1.0 million of direct COVID-19 costs. While it is impossible to predict the scope or duration of COVID-19 or the future impact on our liquidity and capital resources, COVID-19 could materially affect our liquidity and operating cash flows in future periods.

Credit Facilities

On the Credit Agreement Closing Date, we entered into the Credit Agreement, which 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, which will be fully drawn on the Credit Agreement Closing Date and (ii) Delayed Term Loans in an aggregate principal amount of $110.0 million, 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 the $30.0 million Revolving 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 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 our outstanding obligations under the Existing Credit Agreement. We intend to use the remaining net proceeds of the Initial Term Loans and other funds available under the Credit Agreement to fund our de novo growth strategy, for working capital and for other permitted corporate purposes.

At our 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, (b) the Federal Funds Rate plus 0.50% and (c) Term SOFR for an interest period of one month, subject to a floor of 1.00%, plus 1.00%), plus an applicable margin rate of 8.00%; or (ii) Term SOFR (calculated as the Secured Overnight Financing Rate published on the Federal Reserve Bank of New York’s website, plus a spread adjustment of 0.114%, 0.262% or 0.428%, depending on if we select a one-month, three-month or six-month interest period, respectively), plus an applicable margin rate of 9.00%. We may, at our option, elect to capitalize up to 4.00% of the interest as principal amount on the outstanding Term Loans, provided that in such case the applicable margin rate will be increased by 0.50%. Accrued and unpaid interest is payable (x) with respect to Alternate Base Rate loans, quarterly on the last business day of each of March, June, September and December (each, a “Quarterly Payment Date”), with any remaining accrued and unpaid interest paid upon the Maturity Date, (y) with respect to Term SOFR loans, on the last day of interest period as selected by the Company and , in the case of any Term SOFR loan with an interest period greater than three months, each day that is the three-month anniversary of such Term SOFR loan, with any remaining accrued and unpaid interest paid upon the Maturity Date, and (z) for loans under the Revolving Facility, upon the Maturity Date.

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 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 Term Loan. In addition, the Credit Agreement provides for certain mandatory prepayments based on our 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 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.

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The Credit Agreement contains certain covenants that limit, among other things, the ability of us and our 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 us to satisfy a minimum liquidity requirement of $50.0 million, which may be decreased to $25.0 million if we achieve a certain adjusted EBITDA, and maintain a maximum total leverage ratio based on our 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 us 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 rate, and also includes cure rights for us upon certain events of default.

Anthem Collaboration Agreement

In connection with our collaboration agreement with Anthem, which was announced in August of 2021, we plan to open approximately 50 centers across eight priority states as part of our de novo strategy to open new centers in additional markets. Anthem has agreed to provide debt financing of up to $1 million for each new center opened in partnership with Anthem. We intend to use such funds to partially offset the costs of opening new centers in connection with our de novo growth strategy.

Cash Flows

The following table summarizes our cash flows for the periods presented:

(in thousands)	Three Months Ended March 31,
	2022			2021
Net cash (used in)/provided by operating activities	$	(12,139	)	$	3,372
Net cash used in investing activities	$	(1,467	)	$	(1,690	)
Net cash used in financing activities	$	(1,570	)	$	(181	)

Operating Activities. Net cash used in operating activities for the three months ended March 31, 2022 was $12.1 million, decrease of $15.5 million as compared to $3.4 million provided by operating activities for the three months ended March 31, 2021. This decrease is partially due to net change of $(8.3) million in net loss and non-cash charges, primarily due to the net loss from operations of $16.8 million reported for the three months ended March 31, 2022 compared to the net income from operations of $1.3 million reported for the three months ended March 31, 2021, offset by an increase to depreciation and amortization and loss realized on remeasurement of warrant liabilities. In addition, there was a net change of $(7.1) million to the Company's operating assets and liabilities, mostly driven by the timing of collections and payments and the growth in the number of patients.

Investing Activities. Net cash used in investing activities for the three months ended March 31, 2022 was $1.5 million compared to $1.7 million for the three months ended March 31, 2021 and during both periods consisted of purchases of property and equipment, primarily leasehold improvements at and medical equipment for our various centers.

Financing Activities: Net cash used in financing activities for the three months ended March 31, 2022 was $1.6 million compared to $0.2 million during the three months ended March 31, 2021 and during both periods consisted of scheduled principal payments of our debt.

Contractual Obligations and Commitments

Our principal commitments consist of obligations under our Credit Facilities and other long-term debt and operating leases for our centers.

Off-Balance Sheet Arrangements

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We did not have any off-balance sheet arrangements as of March 31, 2022 or December 31, 2021 other than operating leases.

JOBS Act

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have 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, as an emerging growth company, we can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our consolidated financial statements with a 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.

Critical Accounting Policies and Estimates

Other than addition of a policy related to accounting for VIEs, there have been no changes to our critical accounting policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 16, 2022.

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.

Recent Accounting Pronouncements

See Note 2 to our condensed consolidated financial statements “Summary of Significant Accounting Policies—Recent Accounting Pronouncements” included in this Report for more information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

Under supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of March 31, 2022. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls were not effective as of March 31, 2022, based on the material weaknesses identified below.

Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses we identified include that we lack a sufficient complement of professionals with the appropriate level of knowledge, training and experience to appropriately analyze, record and disclose accounting matters commensurate with our accounting and reporting requirements as a public company. This material weakness contributed to the Company not designing and maintaining formal controls to analyze, account for and disclose complex transactions, including the accounting for financial instruments and contingent earnout liabilities. These material weaknesses resulted in:

•the restatement of the Company’s previously filed consolidated financial statements as of and for the year ended December 31, 2020, as well as the quarterly condensed consolidated financial information for the 2020 interim period ended September 30, 2020 related to derivative warrant liabilities, Class A ordinary shares subject to possible redemption, additional paid-in-capital, retained earnings/(deficit), fair value adjustment on derivative warrant liabilities, earnings per share and the related disclosures; and

•the restatement of the Company’s previously filed quarterly condensed consolidated financial information for the 2021 interim periods ended June 30, 2021 and September 30, 2021 related to goodwill, contingent earnout liabilities, additional paid-in capital, retained earnings/(deficit), gain/(loss) on remeasurement of earnout liabilities, earnings per share and the related disclosures.

Remediation Plan for the Material Weaknesses

In response to the aforementioned material weaknesses, management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation of material weaknesses in internal control over financial reporting. In 2021, management engaged an external advisor to assist in evaluating and documenting the design and operating effectiveness of our internal control over financial reporting, and their work is ongoing. Additionally, management has developed and started to execute a remediation plan, which included the hiring of a Vice President of Financial Reporting and Technical Accounting with technical public company accounting and financial reporting experience during the first quarter of 2022. Our plan also includes providing enhanced access to accounting training, literature, research materials and documents and implementation of controls to review and evaluate conclusions regarding accounting for complex transactions. The material weaknesses will not be considered remediated until management completes the design and implementation of the measures described above and the controls operate for a sufficient period of time and management has concluded, through testing, that these controls are effective.

Changes in Internal Control over Financial Reporting

As described above, there were changes in our internal control over financial reporting during the Company's first quarter of 2022 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, CareMax may be involved in various legal proceedings and subject to claims that arise in the ordinary course of business. Although the results of litigation and claims are inherently unpredictable and uncertain, CareMax is not currently a party to any legal proceedings the outcome of which, if determined adversely to CareMax, are believed to, either individually or taken together, have a material adverse effect on CareMax’s business, operating results, cash flows or financial condition. Regardless of the outcome, litigation has the potential to have an adverse impact on CareMax because of defense and settlement costs, diversion of management resources, and other factors.

Item1A. Risk Factors

There have been no material changes to the principal risks that we believe to be material to our business, results of operations and financial condition, from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Report.

No.	Description of Exhibit
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CareMax Inc.
Date: May 10, 2022		/s/ Carlos A. de Solo
	Name:	Carlos A. de Solo
	Title:	President, Chief Executive Officer, and Director (Principal Executive Officer)
Date: May 10, 2022		/s/ Kevin Wirges
	Name:	Kevin Wirges
	Title:	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Principal Accounting Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Carlos de Solo, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of CareMax, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2022

/s/ Carlos A. de Solo

Name: Carlos de Solo

Title: President, Chief Executive Officer and Director

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin Wirges, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of CareMax, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2022

/s/ Kevin Wirges

Name: Kevin Wirges

Title: Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CareMax, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Carlos de Solo, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: May 10, 2022

/s/ Carlos A. de Solo

Name: Carlos de Solo

Title: President, Chief Executive Officer and Director

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CareMax, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Kevin Wirges, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: May 10, 2022

/s/ Kevin Wirges

Name: Kevin Wirges

Title: Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 06, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Registrant Name	CareMax, Inc.
Entity Central Index Key	0001813914
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity File Number	001-39391
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-0992224
Entity Address, Address Line One	1000 NW 57 Court
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33126
City Area Code	786
Local Phone Number	360-4768
Entity Current Reporting Status	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Bankruptcy Proceedings, Reporting Current	true
Entity Interactive Data Current	Yes
Document Quarterly Report	true
Document Transition Report	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		87,367,972
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	CMAX
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	CMAXW
Security Exchange Name	NASDAQ

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 32,740	$ 47,917
Accounts receivable, net	53,581	41,998
Inventory	702	550
Prepaid expenses	20,045	17,040
Risk settlements due from providers	655	539
Total Current Assets	107,723	108,044
Property and equipment, net	16,895	15,993
Goodwill	464,264	464,566
Intangible assets, net	55,604	59,811
Deferred debt issuance costs	1,860	1,972
Other assets	2,738	2,706
Total Assets	649,085	653,092
CURRENT LIABILITIES
Accounts payable	5,165	3,110
Accrued expenses	12,365	8,690
Risk settlements due to providers	228	196
Current portion of long-term debt	6,272	6,275
Other current liabilities	4,107	3,687
Total Current Liabilities	28,137	21,959
Derivative warrant liabilities	11,911	8,375
Long-term debt, less current portion	109,660	110,960
Other liabilities	7,186	6,428
Total Liabilities	156,895	147,722
COMMITMENTS AND CONTINGENCIES (Note 13)
STOCKHOLDERS' EQUITY
Preferred stock (1,000,000 authorized and zero outstanding as of March 31, 2022 and December 31, 2021)
Class A common stock ($0.0001 par value; 250,000,000 shares authorized; 87,367,972 shares issued and outstanding at March 31, 2022 and December 31, 2021)	9	9
Additional paid-in-capital	508,945	505,327
Retained (deficit) earnings	(16,763)	33
Total Stockholders' Equity	492,190	505,370
Total Liabilities and Stockholders' Equity	$ 649,085	$ 653,092

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	87,367,972	87,367,972
Common stock, shares outstanding	87,367,972	87,367,972

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue
Total revenue	$ 136,920,000	$ 27,918,000
Operating expenses
External provider costs	92,856,000	18,159,000
Cost of care	27,349,000	5,353,000
Sales and marketing	3,301,000	291,000
Corporate, general and administrative	18,978,000	1,795,000
Depreciation and amortization	5,062,000	514,000
Acquisition related costs	266,000
Total operating expenses	147,811,000	26,112,000
Operating (loss) income	(10,890,000)	1,806,000
Interest expense	(1,728,000)	(504,000)
Loss on remeasurement of warrant liabilities	(3,536,000)
Other income (expense), net	(462,000)
(Loss) income before income tax	(16,616,000)	1,302,000
Income tax provision	(181,000)	0
Net (loss) income	$ (16,797,000)	$ 1,302,000
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
Medicare
Revenue
Total revenue	$ 107,747,000	$ 27,816,000
Medicaid
Revenue
Total revenue	20,165,000
Other Revenue
Revenue
Total revenue	$ 9,008,000	$ 102,000

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'/MEMBERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common Stock Class A Common Stock	Additional Paid-in-Capital	Member's Units	Member's Equity	Retained Earnings (Deficit)
Beginning balance at Dec. 31, 2020	$ 6,727			$ 223	$ 6,504
Net income (loss)	1,302				1,302
Ending balance at Mar. 31, 2021	8,028			$ 223	$ 7,805
Beginning balance at Dec. 31, 2021	505,370	$ 9	$ 505,327			$ 33
Beginning balance (in shares) at Dec. 31, 2021		87,367,972
Net income (loss)	(16,797)					(16,797)
Stock compensation expense	1,087		1,087
Vesting of Series B Warrants under Advisory Agreement	2,530		$ 2,530
Ending balance at Mar. 31, 2022	$ 492,190	$ 9				$ (16,763)
Ending balance (in shares) at Mar. 31, 2022		87,367,972	508,945

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)/Income	$ (16,797)	$ 1,302
Adjustments to reconcile net (loss)/income to net cash
Depreciation and amortization expense	5,062	514
Amortization of debt issuance costs	378	35
Stock compensation expense	1,087
Loss on remeasurement of warrant liabilities	3,536
Other non-cash, net	202
Changes in operating assets and liabilities:
Accounts receivable	(10,992)	639
Inventory	(152)	(1)
Prepaid expenses	(475)	15
Risk settlements due from/due to providers	(84)	(281)
Due to/from related parties		(392)
Other assets	(52)	(205)
Accounts payable	1,470	1,160
Accrued expenses	3,675	(134)
Other liabilities	1,002	720
Net Cash (Used In)/Provided by Operating Activities	(12,139)	3,372
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(1,467)	(1,690)
Net Cash Used in Investing Activities	(1,467)	(1,690)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on long-term debt	(1,570)	(181)
Net Cash Used In Financing Activities	(1,570)	(181)
NET (DECREASE)/INCREASE IN CASH	(15,176)	1,501
Cash - Beginning of Period	47,917	4,934
CASH - END OF PERIOD	32,740	6,435
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:
Vesting of Series B Warrants under Advisory Agreement	2,530
Additions to construction in progress funded through accounts payable	585
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$ 1,353	$ 504

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Description of Business

3 Months Ended

Mar. 31, 2022

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.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

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 and Article 8 of Regulation S-X. 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 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, and was accounted for using the acquisition method of accounting. CareMax recorded the fair value of assets acquired and liabilities assumed from IMC.

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” for additional information.

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 for the year ended December 31, 2021, which was filed with the SEC on March 16, 2022.

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. 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 testing of long-lived assets, including goodwill and intangible assets; the valuation of the derivative warrant liabilities; the estimated useful lives of fixed assets and intangible assets, including internally developed software; revenue recognition and liability for unpaid claims. 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 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, consistent with those requirements for a private company due to the Company’s status as an EGC and the provisions of the JOBS Act. Accordingly, the 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. The effect of adoption to be presented in the Company’s 2022 Form 10-K is expected to be material, adding approximately $0.1 billion right of use assets and corresponding lease liabilities to the Company’s balance sheet as of January 1, 2022.

In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which was subsequently amended by ASU No. 2020-03, "Codification Improvements to financial Instruments" (collectively referred to as "ASC 326"), which is intended to improve financial reporting by requiring earlier recognition of credit losses on certain financial assets. This standard replaces the previous incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is acquired or purchased. The standard has been further refined through subsequent releases by the Financial Accounting Standards Board ("FASB'). The Company adopted ASC 326 on January 1, 2022 with no material impact to the consolidated financial statements.

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, "Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." The ASU improves comparability after business combinations by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. ASU 2021-08 is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the effect this ASU will have on its consolidated financial statements.

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

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Reinsurance

3 Months Ended

Mar. 31, 2022

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 months ended March 31, 2022 and 2021, respectively. Estimated recoveries under stop loss policies are reported within the capitation receivable or amounts due to health plans as the counterparty responsible for the payment of the claims and the stop loss is the respective health plan.

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Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2022

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 Amount
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 Carrying Amount		Accumulated Amortization			Net Book Value		Weighted Average Amortization Period (years)
March 31, 2022
Risk Contracts	$	64,570	$	(13,226	)	$	51,343		7
Non-compete agreements	$	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 Carrying Amount		Accumulated Amortization			Net Book Value		Weighted Average Amortization Period (years)
December 31, 2021
Risk Contracts	$	64,822	$	(9,818	)	$	55,004		7
Non-compete agreements	$	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.

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Property and Equipment

3 Months Ended

Mar. 31, 2022

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, 2022			December 31, 2021
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.

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Long Term Debt

3 Months Ended

Mar. 31, 2022

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, 2022			December 31, 2021
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

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Stockholders' Equity

3 Months Ended

Mar. 31, 2022

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, as non-employee awards issued to Related in exchange for real estate advisory services to be rendered per the Advisory Agreement. As a result, the Company recorded the Series A Warrants as a component of additional paid-in-capital using the fair value as of July 13, 2021.

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 day period and subject to certain adjustments and conditions as described in the Series B Warrant. In the event that the Series B Warrant is called for redemption by the Company, the Advisor may pay the exercise price for the Series B Warrant Shares six months following the notice of redemption by the Company.

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, for additional information.

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 consideration to be paid out in the form of Class A Common Stock. The Business Combination Agreement provides that up to an additional 3,500,000 and 2,900,000 contingently issuable shares of Class A Common (the "Earnout Shares") are payable after the Closing to the CMG Sellers and IMC Parent: (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 trading period (the “First Share Price Trigger”), then 1,750,000 and 1,450,000 Earnout Shares are issuable to the CMG Sellers and IMC Parent, respectively, and (ii) if within the two years after the 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 trading period (the “Second Share Price Trigger” and together with the First Share Price Trigger, the “Share Price Triggers”), then 1,750,000 and 1,450,000 Earnout Shares will be issued and paid to the CMG Sellers and IMC Parent, respectively. If prior to (i) the satisfaction of the Share Price Triggers, and (ii) the end of the Second Earnout Period, the Company enters into a change in control transaction as described in the Business Combination Agreement, and the price per share of the Company’s Class A Common Stock payable to the stockholders of the Company in such change in control transaction is greater than the Share Price Triggers that have not been satisfied during the Earnout Period, then at the closing of such change in control transaction, the Share Price Triggers will be deemed to have been satisfied and the Company is required to issue, as of such closing, the applicable unissued Earnout Shares. The estimated fair value of the Earnout Shares was initially accounted for as a liability-classified instrument with changes in its fair value recorded in our condensed consolidated statements of operations until July 9, 2021. On July 9, 2021, 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 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.

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 awards (RSU, PSU, options) that will vest over the weighted-average period of 2.5 years (there were no awards outstanding as of March 31, 2021).

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Net Income (Loss) Per Share

3 Months Ended

Mar. 31, 2022

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 Ended March 31,
	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		—

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Fair Value Measurements

3 Months Ended

Mar. 31, 2022

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 in Active Markets		Significant other Observable Units		Significant other Unobservable Units
Description	(Level 1)		(Level 2)		(Level 3)
Derivative warrant liabilities	$	—	$	—	$	11,911

December 31, 2021	Quoted Prices in Active Markets		Significant other Observable Units		Significant other Unobservable Units
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, 2022			December 31, 2021
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

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Related Party Transactions

3 Months Ended

Mar. 31, 2022

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, for additional information.

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Operating Leases and Commitments

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Operating Leases and Commitments

NOTE 11. OPERATING LEASES AND COMMITMENTS

The Company has entered into non-cancelable operating lease agreements for office space and centers expiring at various times through 2033. The operating lease agreements have renewal options ranging from one to seven years. 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

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.

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Income Taxes

3 Months Ended

Mar. 31, 2022

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 entity for federal and state income tax purposes, and as such, the results of operations were allocated to the members for inclusion in their income tax returns. Following the Business Combination, the income of CMG flows through to the Company and is taxed at the federal and state levels accordingly.

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.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

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.

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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, 2022		December 31, 2021
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.

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Subsequent Events

3 Months Ended

Mar. 31, 2022

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, (b) the Federal Funds Rate plus 0.50% and (c) Term SOFR for an interest period of one month, subject to a floor of 1.00%, plus 1.00%), plus an applicable margin rate of 8.00%; or (ii) Term SOFR (calculated as the Secured Overnight Financing Rate published on the Federal Reserve Bank of New York’s website, plus a spread adjustment of 0.114%, 0.262% or 0.428%, depending on if the Company selects a one-month, three-month or six-month interest period, respectively), plus an applicable margin rate of 9.00%. The Company may, at its option, elect to capitalize up to 4.00% of the interest as principal amount on the outstanding Term Loans, provided that in such case the applicable margin rate will be increased by 0.50%. Accrued and unpaid interest is payable (x) with respect to Alternate Base Rate loans, quarterly on the last business day of each of March, June, September and December (each, a “Quarterly Payment Date”), with any remaining accrued and unpaid interest paid upon the Maturity Date (as defined below), (y) with respect to Term SOFR loans, on the last day of interest period as selected by the Company and, in the case of any Term SOFR loan with an interest period greater than three months, each day that is the three-month anniversary of such Term SOFR loan, with any remaining accrued and unpaid interest paid upon the Maturity Date and (z) for loans under the Revolving Facility, upon the Maturity Date.

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 rate, and also includes cure rights for the Company upon certain events of default.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

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 and Article 8 of Regulation S-X. 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 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, and was accounted for using the acquisition method of accounting. CareMax recorded the fair value of assets acquired and liabilities assumed from IMC.

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

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

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” for additional information.

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 for the year ended December 31, 2021, which was filed with the SEC on March 16, 2022.

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. 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 testing of long-lived assets, including goodwill and intangible assets; the valuation of the derivative warrant liabilities; the estimated useful lives of fixed assets and intangible assets, including internally developed software; revenue recognition and liability for unpaid claims. 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.

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).

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company has elected to defer compliance with ASC 842, Leases, consistent with those requirements for a private company due to the Company’s status as an EGC and the provisions of the JOBS Act. Accordingly, the 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. The effect of adoption to be presented in the Company’s 2022 Form 10-K is expected to be material, adding approximately $0.1 billion right of use assets and corresponding lease liabilities to the Company’s balance sheet as of January 1, 2022.

In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which was subsequently amended by ASU No. 2020-03, "Codification Improvements to financial Instruments" (collectively referred to as "ASC 326"), which is intended to improve financial reporting by requiring earlier recognition of credit losses on certain financial assets. This standard replaces the previous incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is acquired or purchased. The standard has been further refined through subsequent releases by the Financial Accounting Standards Board ("FASB'). The Company adopted ASC 326 on January 1, 2022 with no material impact to the consolidated financial statements.

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, "Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." The ASU improves comparability after business combinations by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. ASU 2021-08 is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the effect this ASU will have on its consolidated financial statements.

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

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

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 Amount
Balance at December 31, 2021	$	464,566
Measurement period adjustments		(302	)
Balance at March 31, 2022	$	464,264

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 Carrying Amount		Accumulated Amortization			Net Book Value		Weighted Average Amortization Period (years)
March 31, 2022
Risk Contracts	$	64,570	$	(13,226	)	$	51,343		7
Non-compete agreements	$	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 Carrying Amount		Accumulated Amortization			Net Book Value		Weighted Average Amortization Period (years)
December 31, 2021
Risk Contracts	$	64,822	$	(9,818	)	$	55,004		7
Non-compete agreements	$	4,202	$	(686	)	$	3,516		5
Trademarks	$	1,867	$	(827	)	$	1,040		2
Other	$	251	$	—		$	251		5
Total	$	71,141	$	(11,331	)	$	59,811

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Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2022

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, 2022			December 31, 2021
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

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Long Term Debt (Tables)

3 Months Ended

Mar. 31, 2022

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, 2022			December 31, 2021
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

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

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Net Income (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2022

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

Potentially Dilutive Outstanding Securities Excluded from Computation of Diluted Net Loss 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 Ended March 31,
	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		—

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

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 in Active Markets		Significant other Observable Units		Significant other Unobservable Units
Description	(Level 1)		(Level 2)		(Level 3)
Derivative warrant liabilities	$	—	$	—	$	11,911

December 31, 2021	Quoted Prices in Active Markets		Significant other Observable Units		Significant other Unobservable Units
Description	(Level 1)		(Level 2)		(Level 3)
Derivative warrant liabilities	$	—	$	—	$	8,375

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, 2022			December 31, 2021
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	%

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

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Operating Leases and Commitments (Tables)

3 Months Ended

Mar. 31, 2022

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

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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, 2022		December 31, 2021
Total assets	$	1,500	$	-
Total liabilities	$	1,500	$	-

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Description of Business - Additional Information (Details)	3 Months Ended
	Mar. 31, 2022 USD ($) Business Center	Jun. 08, 2021
Description Of Business [Line Items]
Number of wholly owned operating multi-specialty centers | Center	48
Business Combination Agreement
Description Of Business [Line Items]
Number of additional business acquired | Business	3
Measurement period adjustments recognized | $	$ 0
CMG | Business Combination Agreement
Description Of Business [Line Items]
Percentage of equity interests acquired		100.00%
IMC | Business Combination Agreement
Description Of Business [Line Items]
Percentage of equity interests acquired		100.00%

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Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Jan. 01, 2022
Summary of Significant Accounting Policies [Line Items]
Goodwill	$ 464,264,000	$ 464,566,000
DFHT
Summary of Significant Accounting Policies [Line Items]
Goodwill	0
Other intangible assets	$ 0
Anthem | Credit Concentration Risk | Accounts Receivable
Summary of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	24.00%	27.00%
Anthem | Customer Concentration Risk | Revenue
Summary of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	35.00%	86.00%
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%
ASU 2016-13
Summary of Significant Accounting Policies [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	true
Change in Accounting Principle, Accounting Standards Update, Adoption Date	Jan. 01, 2022
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]	true
ASC 842
Summary of Significant Accounting Policies [Line Items]
Right of use assets			$ 100,000,000
Lease liabilities			$ 100,000,000
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	true
Change in Accounting Principle, Accounting Standards Update, Adoption Date	Jan. 01, 2022
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]	true

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Acquisitions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Acquisition-related transaction costs	$ 266
Revenue	136,920	$ 27,918
Net income loss before income taxes	$ (16,616)	$ 1,302
Risk Contracts
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period	7 years		7 years
Trademarks
Business Acquisition [Line Items]
Definite-lived intangible assets amortized period	2 years		2 years

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Reinsurance - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Effects of Reinsurance [Line Items]
Reinsurance recoveries recognized	$ 6,400,000	$ 363,000
Reinsurance premium expense incurred	3,700,000	$ 412,000
Maximum
Effects of Reinsurance [Line Items]
Reinsurance stop loss limit per patient per year	200,000
Minimum
Effects of Reinsurance [Line Items]
Reinsurance stop loss limit per patient per year	$ 30,000

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Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Balance at December 31, 2021	$ 464,566
Measurement period adjustments	(302)
Balance at March 31, 2022	$ 464,264

XML

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
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 70,852	$ 71,141
Accumulated Amortization	(15,248)	(11,331)
Net Book Value	55,604	59,811
Risk Contracts
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	64,570	64,822
Accumulated Amortization	(13,226)	(9,818)
Net Book Value	$ 51,343	$ 55,004
Weighted Average Amortization Period (years)	7 years	7 years
Non-compete Agreements
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 4,170	$ 4,202
Accumulated Amortization	(892)	(686)
Net Book Value	$ 3,278	$ 3,516
Weighted Average Amortization Period (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

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Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 3,900,000	$ 252,000

XML

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	$ 23,856	$ 21,902
Less: Accumulated depreciation	(6,961)	(5,909)
Total Property and equipment, net	16,895	15,993
Leasehold Improvements
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	7,648	7,516
Vehicles
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	3,711	3,711
Furniture and Equipment
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	5,509	5,470
Software
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	3,465	2,950
Construction in Progress
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	$ 3,523	$ 2,254

XML

Property and Equipment - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,100,000	$ 211,000

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Long Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt gross	$ 120,370
Unamortized debt issuance costs	(4,438)	$ (4,704)
Total long-term debt	115,932	117,236
Current portion	(6,272)	(6,275)
Long-term portion	109,660	110,960
Secured Term Loans
Debt Instrument [Line Items]
Long-term debt gross	120,313	121,875
Other
Debt Instrument [Line Items]
Long-term debt gross	$ 58	$ 65

XML

Long Term Debt - Summary of Future Maturities of Debt Outstanding (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Debt Disclosure [Abstract]
Remainder of 2022	$ 4,706
2023	6,265
2024	8,611
2025	11,726
2026	89,063
Total	$ 120,370

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Stockholders' Equity - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Jul. 13, 2021	Mar. 31, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Preferred stock,authorized		1,000,000	1,000,000
Prepaid expenses		$ 20,045	$ 17,040
Preferred stock, issued		0
Preferred stock,outstanding		0	0
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
Number of vesting of warrants using grant date fair value		500,000
Prepaid expenses		$ 2,500
Vesting period	1 year
Warrant share price	$ 0.01
Class A Common Stock
Class Of Stock [Line Items]
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
Common stock, par value	$ 0.0001
Aggregate purchase price of common shares	$ 5,000
Price per share	$ 18.00
Class A Common Stock | Subscription Agreement | Maximum
Class Of Stock [Line Items]
Price per share	$ 10.00

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Stockholders' Equity - Redeemable Warrants (Details) - IPO - DFHT - $ / shares		3 Months Ended
	Jul. 16, 2020	Mar. 31, 2022
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
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

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Stockholders' Equity - Contingent Consideration Common Shares (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Jul. 09, 2021
First Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Minimum weighted average trading price to issue earnout shares	$ 12.50
Considered trading days for share price trigger	20 days
Considered trading period for share price trigger	30 days
Second Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Minimum weighted average trading price to issue earnout shares	$ 15.00
Considered trading days for share price trigger	20 days
Considered trading period for share price trigger	30 days
CMG | Maximum
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable	3,500,000
CMG | First Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable	1,750,000	1,750,000
CMG | Second Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable	1,750,000
IMC | Maximum
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable	2,900,000
IMC | First Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable	1,450,000	1,450,000
IMC | Second Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable	1,450,000

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Stockholders' Equity - Stock Based Compensation (Details) - USD ($)		3 Months Ended
	Jun. 04, 2021	Mar. 31, 2022	Mar. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based Compensation expense		$ 1,087,000
2021 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Granted		77,000	0
Weighted-average grant date fair value granted		$ 7.41
Previously granted awards vested		0	0
Stock based Compensation expense		$ 1,100,000	$ 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.
Incremental percentage of shares available for the plan of outstanding shares	4.00%
2021 Plan | RSU, PSU and Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation of unvested awards		$ 7,900,000	$ 0
Unrecognized stock-based compensation, expected to be recognized over weighted-average period		2 years 6 months

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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
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
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
Net (loss) income per share, Diluted	$ (0.19)	$ 0.12

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Net Income (Loss) Per Share - Potentially Dilutive Outstanding Securities Excluded from Computation of Diluted Net Loss Per Share (Details)	3 Months Ended
	Mar. 31, 2022 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	18,351
Series A Warrants and Series B Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	8,000
Public and Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	5,792
Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	3,200
Unvested Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	1,162
Unvested Performance Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	66
Unvested Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	131

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Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Recurring Measurement | Level 3
Financial Liabilities Fair Value
Derivative warrant liabilities	$ 11,911	$ 8,375

XML

Fair Value Measurements - Additional Information (Details)	3 Months Ended
	Mar. 31, 2022 USD ($)
Fair Value Disclosures [Abstract]
Recognized benefit resulting from decrease in fair value of derivative warrant liabilities	$ 3,500,000
Fair value, liabilities, Level 1 to Level 2 transfers, amount	0
Fair value, liabilities, Level 2 to Level 1 transfers, amount	0
Fair value, measurement with unobservable inputs reconciliation, liability, transfers into Level 3	0
Fair value, measurement with unobservable inputs reconciliation, liability, transfers out of Level 3	$ 0

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Fair Value Measurements - Schedule of Quantitative Information of Level 3 Fair Value Measurements Inputs (Details) - Level 3	3 Months Ended	12 Months Ended
	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
Unit Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	7.47	7.68
Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	50.8	37.6
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	4 years 2 months 8 days	4 years 5 months 8 days
Risk Free Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	2.40	1.17
Dividend Yield
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	0.0	0.0

XML

Fair Value Measurements - Schedule of Change in Fair Value of Warrant Liabilities (Details) - Derivative Warrant Liabilities $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
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

XML

Related Party Transactions - Additional Information (Details) - Advisory Agreement - shares	3 Months Ended
	Mar. 31, 2022	Jul. 13, 2021
Series B Warrant
Related Party Transaction [Line Items]
Number of vesting of warrants for advisory services	500,000
Advisor
Related Party Transaction [Line Items]
Minimum ownership common shares to be maintained by related party		500,000

XML

Operating Leases and Commitments - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Lessee Lease Description [Line Items]
Lease expiring term	various times through 2033
Rent expense	$ 4,300,000	$ 700,000
Maximum
Lessee Lease Description [Line Items]
Operating lease agreements renewal term	7 years
Minimum
Lessee Lease Description [Line Items]
Operating lease agreements renewal term	1 year

XML

Operating Leases and Commitments - Schedule of Future Minimum Rental Payments (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Leases [Abstract]
Remainder of 2022	$ 8,381
2023	13,531
2024	13,440
2025	13,130
2026	12,556
Thereafter	139,501
Total	$ 200,539

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Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax provision	$ 181,000	$ 0
Effective tax rate	(1.10%)

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Variable Interest Entities - Schedule of Assets and liabilities of PCs (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Total assets	$ 649,085	$ 653,092
Total liabilities	156,895	$ 147,722
PCs
Variable Interest Entity [Line Items]
Total assets	1,500
Total liabilities	$ 1,500

XML

Variable Interest Entities - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Variable Interest Entity [Line Items]
Revenues	$ 136,920,000	$ 27,918,000
Expenses	147,811,000	$ 26,112,000
PCs
Variable Interest Entity [Line Items]
Revenues	0
Expenses	$ 0

XML

Subsequent Events - Additional Information (Details)		3 Months Ended
	May 10, 2022 USD ($) Borrowings	Jun. 30, 2022 USD ($)	Sep. 30, 2026
Scenario Forecast
Subsequent Event [Line Items]
Maximum total leverage ratio			5.50
Revolving Credit Facility
Subsequent Event [Line Items]
Debt instrument additional draw down amount	$ 5,000.0
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	$ 300,000,000.0
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	$ 50,000,000.0
Minimum liquidity requirement reduced amount on meeting certain adjusted EBITDA	$ 25,000,000.0
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 floor rate	1.00%
Debt instrument, variable interest 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	$ 190,000,000.0
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	$ 110,000,000.0
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	$ 30,000,000.0
Subsequent Events | Letters of Credit
Subsequent Event [Line Items]
Aggregate principal amount	30,000,000.0
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%