CareMax (CMAXQ) 10-Q9 Nov 232023 Q3 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Nov. 06, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
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 57th 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		112,098,257
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

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 32,264	$ 41,626
Accounts receivable, net	139,573	151,036
Risk settlement receivables	251	707
Related party receivables	754	0
Other current assets	3,820	3,968
Total Current Assets	176,662	197,336
Property and equipment, net	27,837	21,006
Operating lease right-of-use assets	130,826	108,937
Goodwill, net	522,643	700,643
Intangible assets, net	106,889	123,585
Deferred debt issuance costs	896	1,685
Other assets	92,363	17,550
Total Assets	1,058,117	1,170,743
Current Liabilities
Accounts payable	9,345	7,687
Accrued expenses	14,999	16,854
Risk settlement liabilities	21,934	14,171
Related party liabilities	47	1,777
Related party debt, net	34,517	30,277
Current portion of third-party debt, net	355	253
Current portion of operating lease liabilities	8,555	5,512
Other current liabilities	8,589	790
Total Current Liabilities	98,341	77,322
Derivative warrant liabilities	983	3,974
Long-term debt, net	302,612	230,725
Long-term operating lease liabilities	117,668	96,539
Contingent earnout liability	0	134,561
Other liabilities	13,897	8,075
Total Liabilities	533,501	551,196
COMMITMENTS AND CONTINGENCIES (NOTE 15)
STOCKHOLDERS' EQUITY
Preferred stock (1,000,000 shares authorized; one share issued and outstanding as of September 30, 2023 and December 31, 2022)
Class A common stock ($0.0001 par value; 250,000,000 shares authorized; 112,096,998 and 111,332,584 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively)	11	11
Additional paid-in-capital	779,776	657,126
Accumulated deficit	(255,171)	(37,590)
Total Stockholders' Equity	524,616	619,547
Total Liabilities and Stockholders' Equity	$ 1,058,117	$ 1,170,743

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	1	1
Preferred stock, shares outstanding	1	1
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	112,096,998	111,332,584
Common stock, shares outstanding	112,096,998	111,332,584

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue
Total revenue	$ 201,843	$ 157,670	$ 599,267	$ 466,869
Operating expenses
External provider costs	139,139	106,900	406,807	320,104
Cost of care	43,826	30,213	122,645	87,925
Sales and marketing	3,501	2,355	10,593	7,955
Corporate, general and administrative	19,282	21,687	64,021	58,728
Depreciation and amortization	6,833	4,573	20,237	14,538
Goodwill impairment	80,000		178,000	0
Acquisition related costs	34	494	108	3,549
Total operating expenses	292,615	166,222	802,412	492,799
Operating loss	(90,772)	(8,552)	(203,145)	(25,930)
Nonoperating income (expense)
Interest expense	(14,000)	(6,088)	(37,908)	(11,712)
Change in fair value of derivative warrant liabilities	1,450	(7,331)	2,991	(3,476)
Gain on remeasurement of contingent earnout liabilities			19,916	0
Loss on extinguishment of debt			0	(6,172)
Other income (expense), net	376	99	1,097	(408)
Nonoperating (expense) income	(12,174)	(13,320)	(13,904)	(21,768)
Loss before income tax	(102,946)	(21,872)	(217,049)	(47,698)
Income tax expense	(177)	(181)	(532)	(532)
Net loss	$ (103,123)	$ (22,053)	$ (217,581)	$ (48,230)
Weighted average basic shares outstanding	112,085,154	87,408,605	111,704,585	87,415,801
Weighted average diluted shares outstanding	112,085,154	87,408,605	111,704,585	87,415,801
Net loss per share
Basic	$ (0.92)	$ (0.25)	$ (1.95)	$ (0.55)
Diluted	$ (0.92)	$ (0.25)	$ (1.95)	$ (0.55)
Medicare
Revenue
Total revenue	$ 134,105	$ 122,267	$ 411,184	$ 373,677
Medicaid
Revenue
Total revenue	23,950	19,852	79,630	59,914
Government Value
Revenue
Total revenue	28,067		60,284
Other Revenue
Revenue
Total revenue	$ 15,721	$ 15,551	$ 48,169	$ 33,278

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'/MEMBERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common Stock Class A Common Stock	Additional Paid-in-Capital	Retained Earnings (Deficit)
Beginning balance at Dec. 31, 2021	$ 505,370	$ 9	$ 505,327	$ 33
Beginning balance (in shares) at Dec. 31, 2021		87,367,972
Stock-based compensation expense	7,486		7,486
Issuance of shares upon vesting of stock-based compensation awards		100,000
Cancellation of shares and return of cash held in escrow (in shares)		(71,000)
Cancellation of shares and return of cash held in escrow	(481)		(481)
Vesting of Series B Warrants under Advisory Agreement	5,060		5,060
Net loss	(48,230)			(48,230)
Ending balance at Sep. 30, 2022	469,205	$ 9	517,393	(48,197)
Ending balance (in shares) at Sep. 30, 2022		87,396,972
Beginning balance at Jun. 30, 2022	488,127	$ 9	514,262	(26,144)
Beginning balance (in shares) at Jun. 30, 2022		87,467,972
Stock-based compensation expense	3,611		3,611
Cancellation of shares and return of cash held in escrow (in shares)		(71,000)
Cancellation of shares and return of cash held in escrow	(481)		(481)
Net loss	(22,053)			(22,053)
Ending balance at Sep. 30, 2022	469,205	$ 9	517,393	(48,197)
Ending balance (in shares) at Sep. 30, 2022		87,396,972
Beginning balance at Dec. 31, 2022	619,547	$ 11	657,126	(37,590)
Beginning balance (in shares) at Dec. 31, 2022		111,332,584
Stock-based compensation expense	8,004		8,004
Issuance of shares upon vesting of stock-based compensation awards		764,414
Reclassification of contingent consideration previously liability classified	114,645		114,645
Net loss	(217,581)			(217,581)
Ending balance at Sep. 30, 2023	524,616	$ 11	779,776	(255,171)
Ending balance (in shares) at Sep. 30, 2023		112,096,998
Beginning balance at Jun. 30, 2023	624,496	$ 11	776,533	(152,048)
Beginning balance (in shares) at Jun. 30, 2023		112,072,237
Stock-based compensation expense	3,243		3,243
Issuance of shares upon vesting of stock-based compensation awards		24,761
Net loss	(103,123)			(103,123)
Ending balance at Sep. 30, 2023	$ 524,616	$ 11	$ 779,776	$ (255,171)
Ending balance (in shares) at Sep. 30, 2023		112,096,998

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (217,581)	$ (48,230)
Adjustments to reconcile net loss to cash and cash equivalents
Depreciation and amortization expense	20,237	14,538
Amortization of debt issuance costs and discounts	6,422	1,093
Stock-based compensation expense	8,004	7,486
Income tax provision	532	532
Change in fair value of derivative warrant liabilities	(2,991)	3,476
Gain on remeasurement of contingent earnout liabilities	(19,916)	0
Loss on extinguishment of debt	0	6,172
Payment-in-kind interest expense	8,643	3,038
Provision for credit losses	382	0
Goodwill impairment	178,000	0
Amortization of right-of-use assets	8,872	0
Other non-cash, net	1,140	(774)
Changes in operating assets and liabilities:
Accounts receivable	2,121	(43,109)
Other current assets	148	(69)
Risk settlement receivables and liabilities	11,020	(144)
Other assets	(74,024)	(1,037)
Operating lease liabilities	(4,390)	0
Accounts payable	(410)	9,291
Accrued expenses	(1,855)	6,705
Related party receivables and payables	(1,212)	0
Other liabilities	14,414	1,222
Net cash used in operating activities	(62,446)	(39,811)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(8,007)	(4,862)
Return of cash held in escrow	0	785
Acquisition of businesses, net of cash acquired	0	(892)
Net cash used in investing activities	(8,007)	(4,969)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings	62,000	184,000
Principal payments of debt	(189)	(121,926)
Payments of debt issuance costs	(720)	(6,456)
Collateral for letters of credit	0	(5,439)
Net cash provided by financing activities	61,091	50,179
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(9,361)	5,399
Cash and cash equivalents - beginning of period	41,626	47,917
CASH AND CASH EQUIVALENTS - END OF PERIOD	32,264	53,315
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:
Equity and warrant consideration issued to The Related Companies, L.P.	0	5,060
Additions to property and equipment funded through accounts payable	2,067	1,021
Cancellation of shares held in escrow	0	821
Accrued purchase consideration	0	585
Financed equipment purchases	848	423
Reclassification of contingent consideration previously liability classified	114,645	0
Decrease in right-of-use assets and lease liabilities due to lease remeasurements	4,041	0
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$ 23,239	$ 7,569

Description of Business

Description of Business	9 Months Ended
Description of Business	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Note 1. DESCRIPTION of business CareMax, Inc. (“CareMax” or the “Company”), formerly Deerfield Healthcare Technology Acquisitions Corp. (“DFHT”), is a Delaware corporation, which announced its initial public offering in July 2020 (the "IPO") 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 provides high-quality, value-based care and chronic disease management through physicians and health care professionals committed to the overall health and wellness continuum of care for its patients. As of September 30, 2023 , the Company operated 62 centers and managed affiliated providers across 10 states 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”), and entities listed in 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) closed on June 8, 2021 (the “Closing Date”), whereby DFHT acquired 100 % of the equity interests in 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, primarily during the second half of 2021, 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 the acquisitions of SMA, SMM, DNF, Advantis and BIX, the "Acquisitions"). In November 2022, the Company acquired the Medicare value-based care business of Steward Health Care System ("Steward Value-Based Care"), further described in Note 3, Acquisitions . Refer to Note 5, Goodwill and Other Intangible Assets , for information about measurement period adjustments. Liquidity In accordance with Accounting Standards Update 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. As of the report date, we do not believe that substantial doubt exists about our ability to continue as a going concern. The length of time it takes to convert newly acquired populations of lives to profitable, full risk contracts in our management services organization (“MSO”) operations and the period of unprofitability in de novo centers before they generate positive cash flows may put pressure on our ability to meet the minimum liquidity covenant in the 12 months subsequent to the release of these condensed consolidated financial statements. In such circumstance, and others, we may be required to seek additional equity or 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. We believe that, based on our current forecasts, the cash generated by our centers and our MSO operations, amounts available under our Credit Agreement (as defined below), and amounts available to us under our agreement with Elevance Health, both as further described in Note 7, Debt and Related Party Debt , will continue to be sufficient to fund our operations and growth strategies and allow us to remain in compliance with the minimum liquidity and maximum leverage covenants for at least the next 12 months from the issuance of these condensed consolidated financial statements. We have based these estimates on assumptions that may differ from actual results.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2023
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, 2022, 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, 2022 included in the Company's Annual Report on Form 10-K filed with the SEC on March 30, 2023. Certain amounts in the 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 any interim period are not necessarily indicative of results for the full year. 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 consolidated basis for purposes of allocating resources and evaluating financial performance. The Company identifies operating segments based on this review by its chief operating decision maker and operates in and reports as a single operating segment. 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. Medicare and Medicaid Risk-Based Revenue Medicare and Medicaid Risk-Based Revenue consists primarily of fees for medical services provided under capitated arrangements directly with various Medicare Advantage and Medicaid managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment of at-risk premium less an administrative charge on a per patient per month (“PMPM”) basis for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. PMPM fees can fluctuate throughout the contract based on the health status (acuity) of each individual enrollee. In certain contracts, PMPM fees also include “risk adjustments” for items such as performance incentives, performance guarantees and risk shares. The capitated revenues are recognized based on the estimated PMPM fees earned net of projected performance incentives, performance guarantees, risk shares and rebates because we are able to reasonably estimate the ultimate PMPM payment of these contracts. We recognize revenue in the month in which eligible members are entitled to receive healthcare benefits. Subsequent changes in PMPM fees and the amount of revenue to be recognized are reflected through subsequent period adjustments to properly recognize the ultimate capitation amount. For enrolled members in which we control healthcare services, we act as the principal and the gross fees under these contracts are reported as revenue and the cost of third-party medical care is included in external provider costs. The Company generates MSO revenue for services it renders to independent physician associations (the “IPAs”) under administrative service contracts. The MSO revenue is recognized in the month in which the eligible members are entitled to receive healthcare benefits during the contract term. For MSO contracts in which the Company acts as a principal in coordinating and controlling the range of services provided (other than clinical decisions) and, thus, accepts full financial risk for members attributed to the IPA and is therefore responsible for the cost of all healthcare services required by those members, the fees are recognized on a gross basis, consistent with ASC 606, Revenue From Contracts with Customers ("ASC 606"). The related revenue is recorded in Medicare risk-based and Medicaid risk-based revenue. Government Value-Based Care Revenue Government Value-Based Care Revenue consists primarily of revenue derived from the Medicare Shared Savings Program (“MSSP”). The MSSP is sponsored by the Center for Medicare and Medicaid Services (“CMS”). The MSSP allows accountable care organizations (“ACOs”) to receive a share of cost savings they generate in connection with the managing of costs and quality of medical services rendered to Medicare beneficiaries. Payments to ACO participants, if any, are calculated annually and paid once a year by CMS on cost savings generated by the ACO participant relative to the ACO participants’ CMS benchmark. Under the MSSP, an ACO must meet certain qualifications to receive the full amount of its allocable cost savings or they either receive nothing or are responsible for shared losses. The MSSP rules require CMS to develop a benchmark for savings to be achieved by each ACO if the ACO is to receive shared savings. An ACO that meets the MSSP’s quality performance standards will be eligible to receive a share of the savings to the extent its assigned beneficiary medical expenditures are below the medical expenditure benchmark provided by CMS. A Minimum Savings Rate (“MSR”) must be achieved before the ACO can receive a share of the savings. Once the MSR is surpassed, all the savings below the benchmark provided by CMS will be shared at a certain percentage with the ACO. The MSR varies depending on the number of beneficiaries assigned to the ACO. The promised services under the Company's MSSP arrangements are to provide the population health services to beneficiaries for a given performance period. As part of these arrangements, the Company stands ready to provide the population with health services throughout the performance period. The Company estimates the variable consideration that constitutes the transaction price of these arrangements by utilizing third-party data and historical experience. As the Company’s performance obligation is met, revenue is recorded over time using its estimation methods and consideration is made, to the extent possible, that it is probable that a significant reversal will not occur once any uncertainty associated with the variable consideration is subsequently resolved. Since the Company has determined it only has one performance obligation under each of these arrangements, it allocates the full transaction price towards each arrangement’s individual performance obligation. Government Value-Based Care Revenue is recognized on a net basis, because the Company does not coordinate or control the range of services provided and, thus, accepts partial financial risk. Other Revenue Other revenue primarily represents partial and no risk capitation, MSO and pharmacy revenue. Capitation revenue represents a fixed amount of money PMPM paid in advance for the delivery of primary care services only, whereby the Company is not liable for medical costs in excess of the fixed payment. Capitated revenues are typically prepaid monthly to the Company based on the number of patients selecting us as their primary care provider. Our capitated rates are fixed, contractual rates. Incentive payments for Healthcare Effectiveness Data and Information Set (“HEDIS”) and any services paid on a fee for service basis by a health plan are also included in other revenue. Other revenue also includes ancillary fees earned under contracts with certain payors for the provision of certain care coordination and other care management services. These services are provided to patients covered by these payors regardless of whether those patients receive their care from our affiliated medical groups. Revenue for primary care services for patients in a partial risk or upside-only contracts is reported in other revenue. For MSO contracts in which the Company does not coordinate or control the range of services provided and, thus, accepts partial or no financial risk for members attributed to the IPA, the revenue is recognized on a net basis, consistent with ASC 606, and is recorded in other revenue. Accounts Receivable Accounts receivable are carried at the amounts the Company deems collectible. Accordingly, an allowance is provided based on credit losses expected over the contractual term. This allowance is netted against the receivable balance with the loss being recognized within general and administrative expenses in the consolidated statements of operations. Accounts receivable are written off when they are deemed uncollectible. As of September 30, 2023 and December 31, 2022 , the Company's provision for credit losses was $ 1.6 million and $ 1.2 million, respectively. Amounts due to the Company within 12 months of the reporting period are recorded in accounts receivable, net. The amounts which the Company expects to receive following the 12 month period are recorded in other assets. Accordingly, as of September 30, 2023 and December 31, 2022, $ 76.5 million and $ 0 o f long-term accounts receivable was included in other assets, respectively. Significant Accounting Policies Other than the addition of the government value-based care accounting policy, there have been no other changes to our significant accounting policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2022 , which was filed with the SEC on March 30, 2023. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include, but are not limited to, revenues and related receivables from risk adjustments, medical services expense and related payables, purchase price allocations, including fair value estimates of intangibles and contingent consideration, the valuation and related impairment testing of long-lived assets, including goodwill and intangible assets, the valuation of derivative warrant liabilities, and the estimated useful lives of fixed assets and intangible assets. Actual results could differ from those estimates. The Company re-evaluated key assumptions and estimates and based on this analysis, the Company identified changes in estimates to revenue, external provider costs, and short-term and long-term accounts receivable, net. Accordingly, the Company recognized the following changes in prior year estimates in each respective period ( in thousands ): Increase (decrease) Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Revenue $ ( 24,660 ) $ ( 924 ) External provider costs ( 1,393 ) 6,045 Short-term and long-term accounts receivable, net ( 23,266 ) ( 6,969 ) For the nine months ended September 30, 2023, the developments related to the prior year dates of service were primarily driven by new, updated information regarding MSO membership at one health plan, an unseasonably early flu season, and more current data from one Medicaid health plan. For the nine months ended September 30, 2022 , the developments related to the prior year dates of service were driven by claims development from COVID-related utilization. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (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 Securities and Exchange Act of 1934, as amended (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. 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, cash equivalents and short-term and long-term accounts receivable, net. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. Composition of the Company's revenues and short-term and long-term accounts receivable, net balances for the payors comprising 10% or more of revenue was as follows: Revenue Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Payor A 21 % 24 % 30 % 30 % Payor B 12 % n/a 19 % 19 % Payor C 19 % 21 % 16 % 17 % Payor D 12 % 12 % 13 % 14 % Payor E 12 % 15 % 11 % 12 % Payor F 14 % 10 % n/a n/a Short-Term and Long-Term Accounts Receivable, net As of September 30, 2023 As of December 31, 2022 Payor A n/a 13 % Payor B n/a 11 % Payor C n/a 13 % Payor D 11 % 13 % Payor E n/a n/a Payor F 51 % 34 % Recently Adopted Accounting Pronouncements The Company elected to defer compliance with ASC Topic 842, Leases ("ASC 842"), consistent with the requirements for a private company due to the Company’s status as an emerging growth company and the provisions of the JOBS Act. Accordingly, the adoption of ASC 842 was applicable for the Company for the annual reporting period beginning January 1, 2022, and interim reporting periods within the annual reporting period beginning after December 15, 2022 . The Company elected to adopt practical expedients which permit it to not reassess its prior conclusions about lease identification, lease classification and initial direct costs under the new standard. The Company elected to combine lease and non-lease components for all lease contracts and also elected not to recognize right-of-use assets and lease liabilities for leases with terms of 12 months or less. The Company did not elect the hindsight practical expedient, which would have allowed the Company to revisit key assumptions, such as lease term, which were made when the lease was originally entered. We implemented ASC 842 effective January 1, 2022, using the modified retrospective approach, which allows entities to either apply the new lease standard to the beginning of the earliest period presented or only to the consolidated financial statements in the period of adoption without restating prior periods. We have elected to apply the new guidance at the date of the adoption, January 1, 2022, without restating prior periods. The financial effect of the adoption was an increase of $ 73.7 million to the right-of-use asset and corresponding lease liabilities to the Company’s balance sheet as of January 1, 2022. Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which is intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The guidance allows for either full retrospective adoption or modified retrospective adoption. The guidance is effective for the Company in the first quarter of fiscal year 2025 and early adoption is permitted. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

Acquisitions

Acquisitions	9 Months Ended
Acquisitions	Sep. 30, 2023
Business Combinations [Abstract]
Acquisitions	NOTE 3. ACQUISITIONS Steward Acquisition On November 10, 2022, the Company completed its previously announced acquisition, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), by and among (i) the Company, (ii) Sparta Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub I”), (iii) Sparta Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub II”), (iv) Sparta Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub III” and, together with Merger Sub I and Merger Sub II, “Merger Subs” and each a “Merger Sub”), (v) Sparta Merger Sub I LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger LLC I”), (vi) Sparta Merger Sub II LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger LLC II”), (vii) Sparta Merger Sub III LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger LLC III” and, together with Merger LLC I and Merger LLC II, “Merger LLCs” and each a “Merger LLC”), (viii) Sparta Sub Inc., a Delaware corporation ("SACN Holdco"), (ix) SNCN Holdco Inc. a Delaware corporation ("SNCN Holdco"), (x) SICN Holdco Inc., a Delaware corporation ("SICN Holdco" and, collectively with SACN Holdco, SNCN Holdco, Steward National Care Network, Inc. (n/k/a Steward National Care Network, LLC, “SNCN”), Steward Integrated Care Network, Inc., and Steward Accountable Care Network, Inc. (n/k/a as Steward Accountable Care Network, LLC, “SACN”), each a "target" and, collectively, the "Targets"), (xi) Sparta Holding Co. LLC, a Delaware limited liability company (the “Seller”), and (xii) Steward Health Care System LLC, a Delaware limited liability company (referred to collectively with the Seller, the “Seller Parties”), pursuant to which the Company acquired Steward Value-Based Care (such transaction, the “Steward Acquisition”). The aggregate consideration paid to the Seller under the Merger Agreement on November 10, 2022, the date of the closing of the Steward Acquisition (the “Steward Closing”), consisted of (i) a cash payment of $ 25.0 million, (ii) 23,500,000 shares (the “Initial Share Consideration”), of the Company’s Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock”) and (iii) a cash payment of $ 35.5 million, an amount equal to the estimated value of the Targets’ accounts receivable attributable to Medicare value-based payments for the period between January 1, 2022 and the Steward Closing, minus the amount of such payments payable to the affiliate physicians of the Targets (the “Financed Net Pre-Closing Medicare AR”). In addition, the Merger Agreement provides that, following the Steward Closing, upon 100,000 Medicare lives from and/or attributable to the Seller Parties’ Medicare network participating in risk-based, value-based care arrangements contracted through the Company with a Medical Expense Ratio of less than 85 % for two consecutive calendar quarters, the Company will issue the Seller, for immediate distribution to its equity holders, a number of shares of Class A Common Stock (the “Earnout Share Consideration” and together with the Initial Share Consideration, the “Share Consideration”) that, when added to the Initial Share Consideration, would have represented 41 % of the issued and outstanding shares of the Company’s Class A Common Stock as of the Steward Closing, in each case after giving effect to issuances of Class A Common Stock between the Steward Closing and June 30, 2023 in connection with the exercise of warrants to purchase Class A Common Stock outstanding as of the Steward Closing, the potential earnout under the Company’s June 2021 Business Combination and any forfeitures, surrenders or other dispositions to the Company of Class A Common Stock outstanding as of the Steward Closing. If not previously issued, the Earnout Share Consideration will also be issuable upon a Change in Control (as defined in the Merger Agreement) of the Company. The following summarizes the consideration transferred as of the Steward Closing ( in thousands ): Cash consideration $ 25,000 Initial Share Consideration (1) 134,420 Earnout Share Consideration (2) 212,355 Other consideration, net (3) 27,219 Total Steward Acquisition consideration $ 398,994 (1) Represents issuance of 23.5 million shares of Class A Common Stock of the Company using the closing price as of the date of the Steward Closing of $ 5.72 per share. (2) Calculated as the 37.5 million shares of Class A Common Stock the Company estimated that it will be obligated to issue to the Seller Parties upon achievement of certain milestones as Earnout Share Consideration, multiplied by CareMax's closing stock price as of the date of the Steward Closing of $ 5.72 per share and the estimated probability of payout of 99 %. (3) Represents funding of the Financed Net Pre-Closing Medicare AR of $ 35.5 million, offset by the Sellers' reimbursement to the Company of the interest and original issue discount of $ 6.8 million related to the Loan and Security Agreement (as defined in Note 7, Debt and Related Party Debt ) and by non-cash purchase price adjustment of $ 1.5 million. The acquired assets and assumed liabilities of Steward Value-Based Care were recorded at their estimated fair values. The purchase price allocation for the Steward Acquisition has not been finalized as of September 30, 2023 and is based upon the best available information at the current time. We intend to finalize the purchase price allocation during the fourth quarter of 2023. The following table summarizes the consideration paid and the preliminary fair value of the assets acquired and liabilities assumed at Steward Closing ( in thousands ): Accounts receivable $ 43,060 Other working capital adjustments ( 21,584 ) Distribution liabilities ( 7,032 ) Intangible asset - Risk contracts 37,500 Intangible asset - Provider network 42,900 Net assets acquired (a) 94,844 Purchase consideration (b) 398,994 Goodwill (b) - (a) $ 304,150 The goodwill recorded as part of the acquisition included the expected synergies and other expected contribution to the Company's overall growth strategy. None of the goodwill recognized as part of the Steward Acquisition is deductible for income tax purposes. Refer to Note 5, Goodwill and Other Intangible Assets , for additional information. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at Steward Closing and as adjusted for measurement period adjustments identified through September 30, 2023 ( in thousands ): At Steward Closing (preliminary) Measurement Period Adjustments At Steward Closing (as adjusted) Accounts receivable $ 43,060 $ ( 4,074 ) $ 38,986 Other working capital adjustments ( 21,584 ) 1,272 ( 20,312 ) Distribution liabilities ( 7,032 ) 2,802 ( 4,230 ) Intangible asset - Risk contracts 37,500 — 37,500 Intangible asset - Provider network 42,900 — 42,900 Net assets acquired 94,844 — 94,844 Purchase consideration 398,994 — 398,994 Goodwill $ 304,150 $ — $ 304,150 As of September 30, 2023 and December 31, 2022 , other liabilities included an accrual of $ 5.0 million for payment to a Steward Acquisition advisor, which is contingent upon the Company's issuance of the Earnout Share Consideration to the Seller Parties. Other Acquisitions During the year ended December 31, 2022, we a cquired a number of medical practices for total consideration of $ 3.3 million and recognized related goodwill of $ 2.9 million and intangible assets of $ 0.4 million. There were no acquisitions during the nine months ended September 30, 2023 .

Reinsurance

Reinsurance	9 Months Ended
Reinsurance	Sep. 30, 2023
Reinsurance Disclosures [Abstract]
Reinsurance	NOTE 4. REINSURANCE The Company purchased stop loss insurance on catastrophic costs to limit the exposure on patient losses. Premiums and policy recoveries are reported in external provider costs in the accompanying consolidated statements of operations. The intent of the Company’s stop loss coverage is to limit the benefits paid for any individual patient. The Company’s stop loss limits are defined within each respective health plan contract or other third-party contract and range typically from $ 30,000 to $ 200,000 per patient per year. Premium expense incurred was $ 11.5 million and $ 24.4 million fo r the three and nine months ended September 30, 2023, respectively and $ 5.8 million and $ 13.7 million fo r the three and nine months ended September 30, 2022, 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 or other third parties are unable to fulfill their obligations under stop loss contractual terms. Recoveries recognized were $ 12.4 million and $ 23.3 million for the three and nine months ended September 30, 2023 , respectively, and $ 6.9 million and $ 21.0 million for the three and nine months ended September 30, 2022, 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.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	9 Months Ended
Goodwill and Other Intangible Assets	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	NOTE 5. G OODWILL AND OTHER INTANGIBLE ASSETS Goodwill The following table shows changes in the carrying amount of goodwill (in thousands): Carrying Amount Balance at December 31, 2022 $ 700,643 Impairment ( 178,000 ) Balance at September 30, 2023 $ 522,643 The Company's policy is to test goodwill for impairment annually on December 31 or on an interim basis if an event triggering impairment may have occurred. September 30, 2023 As of September 30, 2023, the Company's market capitalization was below its carrying value, which management believed to be a triggering event requiring an interim goodwill impairment quantitative analysis. Accordingly, the Company performed a market capitalization reconciliation to evaluate the Company’s estimated fair value balance as of September 30, 2023 and support the implied control premium. Based on the quantitative analysis performed, management concluded that the Company's estimated fair value was less than its carrying value as of September 30, 2023 by approximately $ 80.0 million or 13.0 %. The $ 80.0 million goodwill impairment charge has been reflected in goodwill impairment in the accompanying statements of operations. As of September 30, 2023, if all other assumptions were held constant and the Company's long-term projected growth rate was decreased by 50 basis points, the Company's estimated fair value would decrease by approximately 2.0 % or $ 10.0 million. If all other assumptions were held constant and the Company's share price decreased by 10 %, the Company's estimated fair value would decrease by approximately 4.0 % or $ 23.0 million. If all other assumptions were held constant and the Company's weighted-average cost of capital increased by 100 basis points, the Company's estimated fair value would decrease by approximately 2.0 % or $ 11.0 million. June 30, 2023 As of June 30, 2023, the Company's market capitalization was below its carrying value, which management believed to be a triggering event requiring an interim goodwill impairment quantitative analysis. Accordingly, the Company performed a market capitalization reconciliation to further evaluate the Company’s estimated fair value balance as of June 30, 2023 and support the implied control premium. Based on the quantitative analysis performed, management concluded that the Company's estimated fair value exceeded its carrying value by approximately $ 20 million or 3.0 %. Accordingly, no goodwill impairment was recorded during the three months ended June 30, 2023. As of June 30, 2023, if all other assumptions were held constant and the Company's long-term projected growth rate was decreased by 50 basis points, the Company's estimated fair value would decrease by approximately 2.0 % or $ 11.5 million. If all other assumptions were held constant and the Company's share price decreased by 10 %, the Company's estimated fair value would decrease by approximately 5.4 % or $ 34.9 million. If all other assumptions were held constant and the Company's weighted-average cost of capital increased by 100 basis points, the Company's estimated fair value would decrease by approximately 2.0 % or $ 11.8 million. March 31, 2023 During the three months ended March 31, 2023, the economic uncertainty and market volatility resulting from the rising interest rate environment, the recent banking crisis and other industry developments resulted in a decrease in the Company's stock price and market capitalization. Management believed such a decrease was a triggering event requiring an interim goodwill impairment quantitative analysis. The Company performed a market capitalization reconciliation to evaluate the Company’s estimated fair value balance and support the implied control premium. Based on the quantitative analysis performed, the Company's estimated fair value as of March 31, 2023 was less than its carrying value as of March 31, 2023 by 17.9 % or $ 98.0 million. The $ 98.0 million goodwill impairment charge has been reflected in goodwill impairment in the accompanying statements of operations. As of March 31, 2023, if all other assumptions were held constant and the Company's long-term projected growth rate was decreased by 50 basis points, the Company's estimated fair value would decrease by approximately 1 % or approximately $ 7.0 million. If all other assumptions were held constant and the Company's share price decreased by 10 %, the Company's estimated fair value would decrease by approximately 5.8 % or $ 31.4 million. If all other assumptions were held constant and the Company's weighted-average cost of capital increased by 100 basis points, the Company's estimated fair value would decrease by approximately 2 % or $ 8.0 million. There is no assurance that actual results will not differ materially from the underlying assumptions used in the goodwill impairment analyses. Further adverse changes to macroeconomic conditions or our earnings forecasts could lead to additional goodwill or intangible asset impairment charges in future periods and such charges could be material to our results of operations. The Company's cumulative goodwill impairment was $ 248.0 million and $ 70.0 million as of September 30, 2023 and December 31, 2022, respectively. Intangible Assets The following tables summarize the gross carrying amounts, accumulated amortization and net carrying amounts of intangible assets by major class ( in thousands ): Gross Carrying Accumulated Net Carrying September 30, 2023 Risk contracts $ 102,070 $ ( 35,558 ) $ 66,511 Provider network 42,900 ( 5,448 ) 37,452 Non-compete agreements 4,170 ( 2,138 ) 2,032 Trademarks 1,862 ( 1,457 ) 405 Other 693 ( 205 ) 489 Total $ 151,695 $ ( 44,805 ) $ 106,889 Gross Carrying Accumulated Net Carrying December 31, 2022 Risk contracts $ 102,070 $ ( 24,217 ) $ 77,853 Provider network 42,900 ( 851 ) 42,049 Non-compete agreements 4,170 ( 1,518 ) 2,652 Trademarks 1,862 ( 1,352 ) 510 Other 693 ( 171 ) 522 Total $ 151,695 $ ( 28,109 ) $ 123,585 Amortization expense totaled $ 5.7 million and $ 16.7 million for the three and nine months ended September 30, 2023 , respectively, and $ 3.7 million and $ 11.4 million for the three and nine months ended September 30, 2022 , respectively.

Property and Equipment

Property and Equipment	9 Months Ended
Property and Equipment	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	NOTE 6. PROPERTY AND EQUIPMENT Property and equipment at September 30, 2023 and December 31, 2022 consisted of the following ( in thousands ): September 30, 2023 December 31, 2022 Leasehold improvements $ 13,341 $ 10,661 Vehicles 3,303 3,743 Furniture and equipment 12,279 8,871 Software 3,864 3,725 Construction in progress 8,690 4,621 Total 41,478 31,620 Less: Accumulated depreciation ( 13,641 ) ( 10,614 ) Total Property and equipment, net $ 27,837 $ 21,006 Construction in progress primarily consists of leasehold improvements at the Company's centers, which have not opened. Depreciation expense totaled $ 1.2 million and $ 3.5 million for the three and nine months ended September 30, 2023 , respectively, and $ 0.9 million and $ 3.2 million for the three and nine months ended September 30, 2022 , respectively.

Debt and Related Party Debt

Debt and Related Party Debt	9 Months Ended
Debt and Related Party Debt	Sep. 30, 2023
Debt Disclosure [Abstract]
Debt and Related Party Debt	NOTE 7. DEBT AND RELATED PARTY DEBT Credit Agreement In May 2022, the Company entered into a credit agreement (the “Credit Agreement”) that provided for an aggregate of up to $ 300 million in term loans, comprised of (i) initial term loans in the aggregate principal amount of $ 190 million (the “Initial Term Loans”) and (ii) a delayed term loan facility in the aggregate principal amount of $ 110 million (the “Delayed Draw Term Loans”). The Credit Agreement permits the Company to enter into certain incremental facilities subject to compliance with the terms, conditions and covenants set forth therein. In May 2022, the Company drew $ 190 million of the Initial Term Loans and used approximately $ 121 million of the net proceeds from this borrowing to repay its outstanding obligations under the credit agreement dated June 8, 2021, as amended and recognized related debt extinguishment losses of $ 6.2 million. In November 2022, March 2023 and April 2023, the Company drew $ 45 million, $ 30 million and $ 35 million of the Delayed Draw Term Loans, respectively. Based on the elections made by the Company, as of September 30, 2023, b orrowings under the Credit Agreement bore interest of Term SOFR (calculated as the Secured Overnight Financing Rate published on the Federal Reserve Bank of New York’s website, plus the applicable credit spread adjustment, based on the elected interest period), plus an applicable margin rate of 9.00 %. As permitted under the Credit Agreement, the Company elected to capitalize 4.00 % of the interest as principal amount. As a result of this election, the cash interest component of the applicable margin increased by 0.50 %. Amortization payments under the Credit Agreement are payable in quarterly installments, commencing at the end of the quarter of the second anniversary of the closing of the Credit Agreement, in amounts equal to 0.25 % of the aggregate outstanding principal amount of Initial Term Loans and Delayed Draw Term Loans. All amounts owed under the Credit Agreement are due in May 2027 . 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 consolidated EBITDA, as defined in the Credit Agreement, 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 was initially 8.50 to 1.00, commencing with the fiscal quarter ended September 30, 2022 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. On March 8, 2023 (the “Amendment Closing Date”), the Company entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement. The Second Amendment amended the Credit Agreement to, among other things, (i) provide for a new incremental delayed draw term loan B facility in an aggregate principal amount of $ 60.0 million (the “Delayed Draw Term Loan B Facility”); (ii) revise the commitment expiration date for the Company’s existing $ 110.0 million Delayed Draw Term Loan to forty-five days following the Amendment Closing Date; (iii) extend the commencement of amortization payments on loans under the Credit Agreement from March 31, 2024 to May 31, 2025; (iv) reduce the amount of interest that the Company may elect to capitalize from 4.00 % to 3.50 % beginning on the second anniversary of the execution date of the Credit Agreement, 3.00 % beginning on the third anniversary of the execution date of the Credit Agreement, and 1.50 % beginning on December 10, 2025; (v) increase the amount of the super-priority revolving credit facility that is permitted to be added to the Credit Agreement to $ 45.0 million and provide that the entirety of such facility may be used for general corporate purposes; and (vi) amend the prepayment provisions of the Credit Agreement, including to have such provisions run as of the Amendment Closing Date. Loan and Security Agreement - Related Party Debt In November 2022, the Company entered into a Loan and Security Agreement (the “Loan and Security Agreement”), by and among Sparta Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company, Sparta Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Company, Sparta Merger Sub I LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger LLC I”), Sparta Merger Sub II LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (together with Merger LLC I, the “Guarantors”), Steward Accountable Care Network, Inc. (n/k/a as Steward Accountable Care Network, LLC) and Steward National Care Network, Inc. (n/k/a Steward National Care Network, LLC), as borrowers (the “Borrowers”), CAJ Lending LLC (“CAJ”) and Deerfield Partners L.P., as lenders (the “Lenders”), and CAJ, as administrative agent and collateral agent (in such capacity, the “Agent”). Mr. Carlos A. de Solo, a director of the Company and the Company’s President and Chief Executive Officer, Mr. Alberto de Solo, the Company’s Executive Vice President and Chief Operating Officer, and Mr. Joseph N. De Vera, the Company’s Senior Vice President and Legal Counsel, have interests in CAJ. Pursuant to the Loan and Security Agreement, the Lenders provided the Borrowers a term loan (the “Term Loan”) in the aggregate principal amount of approximately $ 35.5 million. The Company used the proceeds of the Term Loan to fund the Financed Net Pre-Closing Medicare AR acquired in connection with the Steward Acquisition. The Term Loan bears fixed interest at a rate of 12.0 % per annum. In addition, the Borrowers paid a facility fee equal to 3.0 % of the aggregate principal amount of the Term Loan, which was accounted for as a debt discount. Any additional interest (if applicable) accrued and owing during the term of the Loan and Security Agreement will be paid-in-kind and capitalized to principal monthly in arrears. From and after the occurrence and during the continuance of an event of default, the Term Loan will bear interest at a rate equal to 4.0 % above the interest rate applicable immediately prior to the occurrence of the event of default. If Mr. Carlos de Solo is no longer serving as the Chief Executive Officer of the Company under certain circumstances and, following a request from CAJ, the Borrowers are unable to refinance the portion of the Term Loan advanced by CAJ, then the interest rate applicable to such portion may be increased by 5.0 %. Pursuant to the Steward Acquisition Merger Agreement, the Seller agreed to pay the costs of financing the Financed Net Pre-Closing Medicare AR and, at the Steward Closing, paid to the Borrowers $ 6.8 million, representing all scheduled payments of interest and fees from the Steward Closing Date up to and including November 30, 2023, which amount was then paid in advance by the Borrowers to the Lenders. The Loan and Security Agreement matures on the earlier of November 30, 2023, or three business days after the Borrowers receive payment for the Financed Net Pre-Closing Medicare AR from the federal government. The Term Loan may be prepaid, in whole or in part, without penalty or premium. The Loan and Security Agreement contains customary representations, warranties, affirmative covenants, negative covenants and events of default. The Loan and Security Agreement is secured by the Borrowers’ rights in the Medicare Shared Savings Receivables (as defined in the Loan and Security Agreement) and any and all proceeds thereof. The Loan and Security Agreement is subordinated in right of payment to the Credit Agreement. Refer to Note 17, Subsequent Events , for updated information. Elevance Health In October 2022, in connection with the collaboration agreement with Elevance Health (formerly known as Anthem), which was announced in August 2021, the Company entered into a promissory note for an amount of $ 1.0 million due in October 2032 . This borrowing bears a fixed interest rate of 6.25 % per annum. As of September 30, 2023 and December 31, 2022, debt consisted of the following (in thousands ): September 30, 2023 December 31, 2022 Indebtedness under the Credit Agreement $ 313,920 $ 240,277 Indebtedness under the Loan and Security Agreement - Related party debt 35,510 35,510 Other 2,283 1,657 Less: Unamortized discounts and debt issuance costs ( 14,229 ) ( 16,188 ) 337,484 261,256 Less: Current portion ( 34,872 ) ( 30,530 ) Long-term portion $ 302,612 $ 230,725 Future maturities of debt outstan ding at September 30, 2023 were as follows ( in thousands ): Year Amount Remainder of 2023 $ 35,573 2024 389 2025 2,958 2026 3,446 2027 308,463 Thereafter 883 Total $ 351,713 As of September 30, 2023, we wer e in compliance, in all material respects, with all covenants under our credit facilities.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2023
Stockholders' Equity Note [Abstract]
Stockholders' Equity	NOTE 8. STOCKHOLDERS' EQUITY 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 to 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 Advisor entered into a subscription agreement (the “Subscription Agreement”), whereby the Advisor purchased 500,000 shares (the “Initial Shares”) of the Company’s Class A Common Stock for an aggregate purchase price of $ 5.0 million and the Company issued to the Advisor (i) a warrant (the “Series A Warrant”) to purchase 2,000,000 shares of Class A Common Stock (the “Series A Warrant Shares”), which vested immediately upon issuance, is exercisable for a period of five years and is not redeemable by the Company and (ii) a warrant (the “Series B Warrant” and together with the Series A Warrant, the “Warrants”) to purchase up to 6,000,000 shares of Class A Common Stock (the “Series B Warrant Shares” and, together with the Series A Warrant Shares, the “Warrant Shares”), pursuant to which 500,000 Series B Warrant Shares will vest and become exercisable from time to time upon the opening of each 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 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 for six months following the notice of redemption by the Company. Series B Warrants are recognized at their grant date fair value once vesting becomes probable. No warrants vested during the three and nine months ended September 30, 2023. During the three and nine months ended September 30, 2022 , the Company recorded $ 0 and $ 5.0 million, respectively, in other assets to reflect vesting of zero and one million of Series B Warrant Shares, respectively. Upon adoption of ASC 842 and commencement of the related leases, the balances were reclassified to right-of-use assets. Refer to Note 12, Related Party Transactions , for additional information. Balances associated with the Warrant Shares are recorded in the right-of-use assets for commenced leases, and other assets for leases that have not yet commenced except for the portion that represents amortization expected to be recognized over the next 12 months, which is recorded in other current assets. The portion of the Warrant Shares recorded in other current assets as of September 30, 2023, and December 31, 2022 was $ 0.4 million and $ 0.6 million, respectively . Redeemable Warrants - Public Warrants In July 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 - Business Combination Pursuant to the Business Combination Agreement, the CMG Sellers and IMC Parent, who received Class A Common Stock in connection with the Business Combination, became entitled to receive contingent consideration to be paid out in the form of Class A Common Stock. The Business Combination Agreement provided that u p to an additional 3,500,000 and 2,900,000 shares of Class A Common Stock (the "Earnout Shares") would have become payable to the CMG Sellers and IMC Parent, respectively, after the Closing: (i) if within the first year after the Closing, the volume weighted average trading price of Class A Common Stock equaled or exceeded $ 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 would have become 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 would have become issued and paid to the former owners of CMG and IMC, respectively. If prior to (i) the satisfaction of the Share Price Triggers, and (ii) the end of the Second Earnout Period, the Company entered 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 was 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 would have been deemed to have been satisfied and the Company would have issued, as of such closing, all of the Earnout Shares. The contingent consideration was classified as a liability for the period ended June 30, 2021. On July 9, 2021, the volume weighted average trading price of Class A Common Stock exceeded $ 12.50 on 20 or more days resulting in the satisfaction of the First Share Price Trigger. After the First Share Price Trigger was achieved on July 9, 2021, the estimated fair value of the Earnout Shares was recorded as an equity-classified instrument as a component of stockholders' equity, with the change in fair value from the prior reporting period recorded in earnings. Accordingly, 1,750,000 and 1,450,000 Earnout Shares were issued and paid to the CMG Sellers and IMC Parent, respectively. The Second Earnout Period expired on June 9, 2023 and the Second Share Price Trigger was no t achieved. Contingent Consideration - Steward Acquisition Pursuant to the Merger Agreement signed in connection with Steward Acquisition, upon 100,000 Medicare lives from and/or attributable to the seller parties' Medicare network participating in risk-based, value-based care arrangements contracted through the Company with a Medical Expense Ratio of less than 85 % for two consecutive calendar quarters, the Company will issue the seller, for immediate distribution to its equity holders, a number of shares of Class A Common Stock (the “Earnout Share Consideration” and together with the Initial Share Consideration, the “Share Consideration”) that, when added to the initial share consideration issued as part of the Steward Acquisition, would have represented 41 % of the issued and outstanding shares of the Company’s Class A Common Stock as of November 10, 2022 (the "Steward Closing"), in each case after giving effect to issuances of Class A Common Stock between the Steward Closing and June 30, 2023 in connection with the exercise of warrants to purchase Class A Common Stock outstanding as of the Steward Closing, the potential earnout under the Company’s Business Combination and any forfeitures, surrenders or other dispositions to the Company of Class A Common Stock outstanding as of the Steward Closing. If not previously issued, the Earnout Share Consideration will also be issuable upon a Change in Control (as defined in the Merger Agreement) of the Company. Prior to June 30, 2023, the Company accounted for the Earnout Share Consideration as a liability, due to, among other terms, a variable settlement amount, based on the provisions summarized above. On June 30, 2023, the settlement amount became fixed in accordance with the terms of the Merger Agreement, and accordingly, the f air value of the Earnout Share Consideration of $ 114.6 million as of June 30, 2023, was reclassified from contingent earnout liability into additional paid-in-capital. Preferred Stock The Company’s third amended and restated certificate of incorporation authorizes the Company to issue up to 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 (the "Board"). During the year ended December 31, 2022 , the Company issued one share of Series A Preferred Stock to the seller of Steward Value-Based Care. This share of Series A Preferred Stock has a stated par value of $ 0.0001 and has no economic rights. The holder of the outstanding share of Series A Preferred Stock is entitled to vote with holders of outstanding shares of Common Stock, voting together as a single class, with respect to the Special Matters (as defined in the Certificate of Designation of Series A Preferred Stock filed by the Company with the Secretary of State of the State of Delaware on November 10, 2022), and has no other voting rights. In any such vote, the share of Series A Preferred Stock will be entitled to 37,241,783 votes. The voting rights under the share of Series A Preferred Stock last until the earlier of (i) the two-year anniversary of the Steward Closing and (ii) the issuance of the Earnout Share Consideration in connection with the Steward Acquisition.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
Stock-Based Compensation	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	NOTE 9. STOCK-BASED COMPENSATION On June 4, 2021, the stockholders of the Company approved the CareMax, Inc. 2021 Long-term Incentive Plan (the “2021 Plan”). 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 Board, 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 (ii) a lesser number of shares of Class A Common Stock as determined by the Board or the Compensation Committee of the Board prior to the relevant January 1 st . Our outstanding stock-based compensation awards consist of time-based share awards (restricted stock units, or the "RSUs"), performance-based share awards (the "PSUs") and options. Our equity awards generally vest over a three-year period, subject to continued employment with the Company through the applicable vesting date. The following table summarizes the equity award activity for the nine months ended September 30, 2023: RSUs PSUs Options Number of shares Weighted-Average Grant Date Fair Value Number of shares Weighted-Average Grant Date Fair Value Number of shares Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2022 2,673,214 $ 8.11 209,163 $ 5.71 373,565 $ 6.06 Granted 2,506,527 3.72 308,000 3.73 516,000 2.93 Vested ( 691,456 ) 8.37 ( 65,650 ) 6.05 ( 139,211 ) 6.03 Forfeited ( 325,987 ) 6.74 — — — — Outstanding as of September 30, 2023 4,162,298 $ 5.53 451,513 4 $ 4.31 750,354 $ 3.91 Fair value of the PSUs granted in 2023 was determined on grant dates using a Monte Carlo model with the following assumptions: Underlying stock price $ 3.72 Performance period (years) 2.00 Risk-free interest rate 4.5 % Volatility 70.8 % Dividend yield 0.0 % Fair value of options granted in 2023 was determined on grant dates using a Black-Scholes-Merton Option Pricing model with the following assumptions: Underlying stock price $ 3.72 Performance period (years) 10.00 Risk-free interest rate 3.7 % Volatility 71.5 % Dividend yield 0.0 % The Company recorded stock-based compensation expense of $ 3.2 million and $ 8.0 million during the three and nine months ended September 30, 2023 , respectively, and $ 3.6 million and $ 7.5 million during the three and nine months ended September 30, 2022, respectively. As of September 30, 2023 , the Company had $ 20.8 million of unrecognized compensation expense related to unvested awards that are expected to vest over the remaining weighted-average service period of 2.7 years.

Net Loss Per Share

Net Loss Per Share	9 Months Ended
Net Loss Per Share	Sep. 30, 2023
Earnings Per Share [Abstract]
Net Loss Per Share	NOTE 10. NET LOSS PER SHARE The following table sets forth the calculation of basic and diluted net loss per share for the periods indicated based on the weighted-average number of common shares outstanding ( in thousands, except share and per share data ): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net loss attributable to CareMax, Inc. Class A common stockholders $ ( 103,123 ) $ ( 22,053 ) $ ( 217,581 ) $ ( 48,230 ) Weighted-average basic shares outstanding 112,085,154 87,408,605 111,704,585 87,415,801 Weighted-average diluted shares outstanding 112,085,154 87,408,605 111,704,585 87,415,801 Net loss per share Basic $ ( 0.92 ) $ ( 0.25 ) $ ( 1.95 ) $ ( 0.55 ) Diluted $ ( 0.92 ) $ ( 0.25 ) $ ( 1.95 ) $ ( 0.55 ) 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Series A and Series B Warrants 8,000,000 8,000,000 8,000,000 8,000,000 Public and Private Placement Warrants 5,791,652 5,791,652 5,791,652 5,791,652 Contingent consideration 37,500,000 3,200,000 39,621,612 3,200,000 Unvested restricted stock units 4,468,118 3,163,790 3,077,158 3,163,790 Unvested performance stock units (assumes 100 % target payout) 451,513 189,389 294,012 189,389 Unvested options 750,354 378,783 496,230 378,783 Total 56,961,637 20,723,614 57,280,663 20,723,614

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 11. FAIR VALUE MEASUREMENTS Financial Instruments that are Measured at Fair Value on a Recurring Basis The following tables present 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 ): Fair Value September 30, 2023 Quoted Prices Significant other Significant other Description Carrying Value (Level 1) (Level 2) (Level 3) Derivative warrant liabilities - Public Warrants $ 575 $ 575 $ — $ — Derivative warrant liabilities - Private Placement Warrants 408 — — 408 Total liabilities measured at fair value $ 983 $ 575 $ — $ 408 Fair Value December 31, 2022 Quoted Prices Significant other Significant other Description Carrying Value (Level 1) (Level 2) (Level 3) Derivative warrant liabilities - Public Warrants $ 1,495 $ 1,495 $ — $ — Derivative warrant liabilities - Private Placement Warrants 2,479 — — 2,479 Contingent earnout liability 134,561 — — 134,561 Total liabilities measured at fair value $ 138,535 $ 1,495 $ — $ 137,040 Fair value of Public Warrants is measured using the listed market price of such warrants. Fair value of the Private Placement Warrants is estimated using a Monte Carlo simulation model at each measurement date. Inherent in a Monte Carlo simulation are assumptions related to expected stock price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. During the three and nine months ended September 30, 2023 , the Company recognized a benefit resulting from a decrease in the fair value of the derivative warrant liabilities of $ 1.5 million and $ 3.0 million, respectively (a loss of $ 7.3 million and $ 3.5 million during the three and nine months ended September 30, 2022, respectively). As of December 31, 2022, fair value of contingent earnout liability was calculated using 37.5 million shares, which will be issuable to the seller of Steward Value-Based Care upon achievement of certain performance metrics, the closing price of the Company's Class A Common Stock of $ 3.65 per share, and a 99 % probability of payout. On June 30, 2023, fair value of the contingent earnout consideration was reclassified from liabilities into additional paid-in-capital. Refer to Note 8, Stockholders' Equit y, for further information. Transfers between level 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three and nine months ended September 3 0 , 2 0 23 or 2 0 22 . Activity of the Level 3 liabilities measured at fair value was as follows (in thousands): Balance as of December 31, 2022 $ 137,040 Change in fair value of derivative warrant liabilities ( 2,071 ) Change in fair value of contingent earnout liability ( 19,916 ) Reclassification of contingent earnout consideration previously liability classified ( 114,645 ) Balance as of September 30, 2023 $ 408 The following table provides quantitative information regarding Level 3 fair value measurement inputs used in measurement of fair value of Private Placement Warrants: September 30, 2023 December 31, 2022 Exercise price $ 11.50 $ 11.50 Underlying stock price $ 2.12 $ 3.65 Volatility 65.2 % 69.1 % Expected life of the options to convert (years) 2.69 3.44 Risk-free rate 4.76 % 4.08 % Dividend yield 0.0 % 0.0 % Financial Instruments that are not Measured at Fair Value on a Recurring Basis September 30, 2023 Fair Value Carrying Value Quoted Prices Significant other Significant other (in thousands) (Level 1) (Level 2) (Level 3) Liabilities Fixed rate debt (a) $ 36,442 $ — $ — $ 36,051 Floating rate debt (a) 313,920 — — 313,920 Total $ 350,361 $ — $ — $ 349,970 Fair Value December 31, 2022 Carrying Value Quoted Prices Significant other Significant other (in thousands) (Level 1) (Level 2) (Level 3) Liabilities Fixed rate debt (a) $ 36,498 $ — $ — $ 32,820 Floating rate debt (a) 240,277 — — 240,280 Total $ 276,775 $ — $ — $ 273,100 (a) The debt amounts above do not include the impact of debt issuance costs or discounts.‌

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 12. R ELATED PARTY TRANSACTIONS The Related Companies Refer to Note 8, Stockholders' Equity, for details on the transactions the Company entered into with Related. During the three and nine months ended September 30, 2023 , the Company recognized $ 0.1 million and $ 0.4 million of expense related to the amortization of the Warrants, respectively. During the three and nine months ended September 30, 2022 , the Company recognized $ 0.3 million and $ 1.0 million of expense related to the amortization of the Warrants in corporate, general and administrative expenses, respectively. As of September 30, 2023, and December 31, 2022 , the Company recorded $ 0.4 million and $ 0.6 million in other current assets, respectively, and $ 3.6 million and $ 6.3 million in other assets, respectively, related to the Warrants. In addition, during the nine months ended September 30, 2022 , we recorded $ 0.4 million in construction in progress representing construction advisory services provided to us by Related . No construction advisory services were provided to us by Related in 2023. On July 13, 2021, the Board appointed Mr. Bryan Cho, 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 Board, 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. As a director of the Company, Mr. Cho receives compensation in the same manner as the Company’s other non-employee directors. Steward Health Care System LLC Dr. Ralph de la Torre serves on the Board. Dr. de la Torre is also the Chairman, Chief Executive Officer and principal equity holder of Steward Health Care System, LLC. As a director of the Company, Dr. de la Torre receives compensation in the same manner as the Company’s other non-employee directors. As part of the Steward Acquisition, as described in Note 3, Acquisitions, the Company issued 23,500,000 shares of the Company's Class A Common Stock to the Seller Parties. In addition, the Company entered into a Transition Services Agreement (the "TSA") with Steward Health Care System, LLC. During the three and nine months ended September 30, 2023 , the Company incurred TSA expenses of $ 0.1 million and $ 1.2 million, respectively, within corporate, general and administrative expenses. As of September 30, 2023 and December 31, 2022 , the Company had associated related party liabilities of less than $ 0.1 million and $ 0.2 million, respectively. As described in Note 3, Acquisitions, the Company is required to remit to the Seller Parties an amount equal to the value of the accounts receivable of Steward Value-Based Care attributable to dates of service between January 1, 2022 and the Steward Closing, partially offset for the cash already remitted of $ 35.5 million. As of September 30, 2023 and December 31, 2022 , the Company had associated related party receivables of $ 0.8 million and related party liabilities of $ 0.5 million, respectively. As described in Note 8, Stockholders' Equity, as of September 30, 2023 and December 31, 2022 , the Company recorded contingent earnout liability of $ 0 and $ 134.6 million, respectively. On June 30, 2023 , the contingent consideration of $ 114.6 million was reclassified from contingent earnout liability into additional paid-in-capital. CAJ and Deerfield In November 2022, the Company entered into the Loan and Security Agreement, described in Note 7, Debt and Related Party Debt , whereby CAJ and Deerfield are the lenders.‌ Mr. Carlos A. de Solo, a director of the Company and the Company’s President and Chief Executive Officer, Mr. Alberto de Solo, the Company’s Executive Vice President and Chief Operating Officer, and Mr. Joseph N. De Vera, the Company’s Senior Vice President and Legal Counsel, have interests in CAJ. Mr. Kevin Berg, who is on the Board, is a Senior Advisor with Deerfield. As a director of the Company, Mr. Berg receives compensation in the same manner as the Company’s other non-employee directors.‌ Refer to Note 17, Subsequent Events , for updated information. MSP Recovery, Inc.‌ Ms. Beatriz Assapimonwait serves on the Board. Ms. Assapimonwait also joined the board of directors of MSP Recovery, Inc. ("MSP Recovery") in 2022. As of September 30, 2023 and December 31, 2022 , the Company had accounts receivable from MSP Recovery of $ 1.1 million and $ 2.3 million, respectively. During the three and nine months ended September 30, 2023 , the Company had no subrogation income. During the three and nine months ended September 30, 2022 , the Company recorded subrogation income from MSP Recovery of $ 0.2 million and $ 0.5 million, respectively. Refer to Note 17, Subsequent Events , for updated information. Second Wave Delivery System, LLC Hon. Dr. David J. Shulkin, M.D. serves on the Board. Dr. Shulkin also serves on the board of directors of Second Wave Delivery System, LLC ("Second Wave"). As of September 30, 2023 and December 31, 2022 , the Company had prepaid expenses for services from Second Wave of $ 0.1 million and $ 0 , respectively. Refer to Note 17, Subsequent Events , for updated information.

Leases

Leases	9 Months Ended
Leases	Sep. 30, 2023
Leases [Abstract]
Leases	NOTE 13. LEASES The Company has entere d into operating lease agreements for centers and office space expiring at various times through 2043 , inclusive of renewal options that the Company is reasonably certain to exercise . The exercise of such lease renewal options is at our sole discretion, and to the extent we are reasonably certain we will exercise a renewal option, the years related to that option are included in our determination of the lease term for purposes of classifying and measuring a given lease.‌ Operating lease expense primarily represents fixed lease payments for operating leases recognized on a straight-line basis over the applicable lease term. Variable lease expense primarily represents the payment of real estate taxes, insurance, and maintenance. The payment of variable real estate taxes, insurance and maintenance is generally based on the Company’s pro-rata share of the total building square footage. Lease expense is recorded in cost of care and corporate, general and administrative expenses in the condensed consolidated statements of operations. ASC 842 Disclosures Lease costs were as follows (in thousands): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Operating lease cost $ 5,224 $ 14,399 Variable lease cost 864 2,355 Short-term lease cost 291 916 Total lease cost $ 6,379 $ 17,670 During the three and nine months ended September 30, 2023 , we obtained $ 4.1 million and $ 30.5 million, respectively, of right-of-use assets in exchange for new operating lease liabilities and paid $ 3.6 million and $ 10.3 million, respectively, for amounts associated with the measurement of operating lease liabilities, included in the operating cash flows from operating lease liabilities in our consolidated statements of cash flows. Weighted-average of the remaining lease terms and weighted-average discount rate were as follows: As of September 30, 2023 As of December 31, 2022 Weighted-average remaining lease term (years) 13.1 11.0 Weighted-average discount rate 9.48 % 6.33 % As of September 30, 2023, maturities of operating lease liabilities were as follows ( in thousands ): Year Amount Remainder of 2023 $ 3,078 2024 13,947 2025 17,997 2026 17,837 2027 16,981 Thereafter 167,261 Future gross lease payments 237,100 Less: Present value discount ( 110,877 ) Present value of operating lease liabilities $ 126,223 At September 30, 2023 , the Company entered into leases that have not yet commenced with aggregated estimated future lease payments of approximately $ 56.8 million, which are not included in the above table. These leases relate to properties that are being constructed by the future lessors. These leases are expected to commence through 2025 , with initial lease terms ranging from 15 to 20 years. ASC 840 Disclosures Prior to adoption of ASC 842, the Company accounted for its lease arrangements under ASC 840, Leases , with no right-of-use assets or lease liabilities being reflected on the condensed consolidated balance sheets. The Company recognized $ 4.6 million and $ 12.7 million of lease expense during the three and nine months ended September 30, 2022. Future minimum rental payments under these lease agreements, including renewal options which are considered reasonably certain of exercise, consisted of the following at September 30, 2022: Year Amount Remainder of 2022 $ 3,786 2023 18,309 2024 19,192 2025 18,959 2026 18,170 Thereafter 208,556 Total lease payments $ 286,973

Income Taxes

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 14. INCOME TAXES Income tax expense was $ 0.2 million and $ 0.5 million during the three and nine months ended September 30, 2023 and 2022, respectively. The effective tax rate was ( 0.2 )% and ( 0.3 )% and ( 0.8 )% and ( 1.1 )% during the three and nine months ended September 30, 2023 and 2022 , respectively, based on the assessment of a full valuation allowance, excluding a portion attributable to the "naked credit" deferred tax liability.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 15. 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 statutes 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 and nine months ended September 30, 2023 or 2022 that were deemed to be material.

Variable Interest Entities

Variable Interest Entities	9 Months Ended
Variable Interest Entities	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable Interest Entities	NOTE 16. VAR IABLE INTEREST ENTITIES The Company has Administrative Service Agreements (the "ASAs") with Medical Care of NY, P.C., Medical Care of Tennessee, PLLC and Medical Care of Texas, PLLC (together, the "PCs"), which were established to employ healthcare providers to deliver healthcare services to patients in New York, Tennessee, and Texas, and with Care Optical, LLC ("Care Optical"), which provides optometry services in the state of Florida. The Company concluded that it has variable interest in the PCs and Care Optical on the basis of its ASAs which provide for a management fee payable to the Company from the PCs and Care Optical in exchange for providing management and administrative services which creates risk and a potential return to the Company. The PCs' and Care Optical's equity at risk, as defined by GAAP, is insufficient to finance their activities without additional support, and therefore, the PCs and Care Optical are considered to be Variable Interest Entities (each, a "VIE"). In order to determine whether the Company has a controlling financial interest in the PCs and Care Optical, and, thus, is the PCs' primary beneficiary, the Company considered whether it has (i) the power to direct the activities of PCs and Care Optical that most significantly impacts their economic performance and (ii) the obligation to absorb losses of the PCs and Care Optical or the right to receive benefits from the PCs and Care Optical that could potentially be significant to them. The Company concluded that the member and employees of the PCs and Care Optical have no individual power to direct activities of the PCs and Care Optical 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 and Care Optical, the management of that population's healthcare needs, the provision of required healthcare services to those patients, and the PCs' and Care Optical's ability to receive revenue from health plans. In addition, the Company's variable interest in the PCs and Care Optical provides the Company with the right to receive benefits that could potentially be significant to them. The single members of the PCs and Care Optical are employees of the Company. Based on this analysis, the Company concluded that it is the primary beneficiary of the PCs and Care Optical and therefore consolidates the balance sheet, results of operations and cash flows of the PCs and Care Optical. Furthermore, as a direct result of nominal initial equity contributions by the single members of the PCs and Care Optical, the financial support CareMax provides to the PCs and Care Optical (e.g. loans) and the provisions of the arrangements described above, the interest held by the single member lacks economic substance and does not provide the member with the ability to participate in the residual profits or losses generated by the PCs and Care Optical. Therefore, all income and expenses recognized by the PCs and Care Optical are allocated to CareMax. The following tables summarize the financial position and operations of the PCs and Care Optical ( in thousands ): September 30, December 31, Total assets $ 2,928 $ 1,097 Total liabilities $ 8,583 $ 2,961 Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended Revenues $ 369 $ 1,366 $ 22 $ 22 Operating expenses $ 1,005 $ 4,696 $ 683 $ 1,064

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	NOTE 17. SUBSEQUENT EVENTS In October 2023, the Company paid off all outstanding indebtedness of $ 35.5 million due under its Loan and Security Agreement with the proceeds from the MSSP payment from the federal government, and the Loan and Security Agreement was terminated. Refer to Note 7, Debt and Related Party Debt , for further information. As previously reported, in October 2023, Ms. Beatriz Assapimonwait and Hon. Dr. J. Shulkin, M.D. resigned as members of the Board. Refer to Note 12, Related Party Transactions , for further information.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2023
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, 2022, 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, 2022 included in the Company's Annual Report on Form 10-K filed with the SEC on March 30, 2023. Certain amounts in the 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 any interim period are not necessarily indicative of results for the full year. 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 consolidated basis for purposes of allocating resources and evaluating financial performance. The Company identifies operating segments based on this review by its chief operating decision maker and operates in and reports as a single operating segment. 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.
Medicare and Medicaid Risk-Based Revenue	Medicare and Medicaid Risk-Based Revenue Medicare and Medicaid Risk-Based Revenue consists primarily of fees for medical services provided under capitated arrangements directly with various Medicare Advantage and Medicaid managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment of at-risk premium less an administrative charge on a per patient per month (“PMPM”) basis for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. PMPM fees can fluctuate throughout the contract based on the health status (acuity) of each individual enrollee. In certain contracts, PMPM fees also include “risk adjustments” for items such as performance incentives, performance guarantees and risk shares. The capitated revenues are recognized based on the estimated PMPM fees earned net of projected performance incentives, performance guarantees, risk shares and rebates because we are able to reasonably estimate the ultimate PMPM payment of these contracts. We recognize revenue in the month in which eligible members are entitled to receive healthcare benefits. Subsequent changes in PMPM fees and the amount of revenue to be recognized are reflected through subsequent period adjustments to properly recognize the ultimate capitation amount. For enrolled members in which we control healthcare services, we act as the principal and the gross fees under these contracts are reported as revenue and the cost of third-party medical care is included in external provider costs. The Company generates MSO revenue for services it renders to independent physician associations (the “IPAs”) under administrative service contracts. The MSO revenue is recognized in the month in which the eligible members are entitled to receive healthcare benefits during the contract term. For MSO contracts in which the Company acts as a principal in coordinating and controlling the range of services provided (other than clinical decisions) and, thus, accepts full financial risk for members attributed to the IPA and is therefore responsible for the cost of all healthcare services required by those members, the fees are recognized on a gross basis, consistent with ASC 606, Revenue From Contracts with Customers ("ASC 606"). The related revenue is recorded in Medicare risk-based and Medicaid risk-based revenue. Government Value-Based Care Revenue Government Value-Based Care Revenue consists primarily of revenue derived from the Medicare Shared Savings Program (“MSSP”). The MSSP is sponsored by the Center for Medicare and Medicaid Services (“CMS”). The MSSP allows accountable care organizations (“ACOs”) to receive a share of cost savings they generate in connection with the managing of costs and quality of medical services rendered to Medicare beneficiaries. Payments to ACO participants, if any, are calculated annually and paid once a year by CMS on cost savings generated by the ACO participant relative to the ACO participants’ CMS benchmark. Under the MSSP, an ACO must meet certain qualifications to receive the full amount of its allocable cost savings or they either receive nothing or are responsible for shared losses. The MSSP rules require CMS to develop a benchmark for savings to be achieved by each ACO if the ACO is to receive shared savings. An ACO that meets the MSSP’s quality performance standards will be eligible to receive a share of the savings to the extent its assigned beneficiary medical expenditures are below the medical expenditure benchmark provided by CMS. A Minimum Savings Rate (“MSR”) must be achieved before the ACO can receive a share of the savings. Once the MSR is surpassed, all the savings below the benchmark provided by CMS will be shared at a certain percentage with the ACO. The MSR varies depending on the number of beneficiaries assigned to the ACO. The promised services under the Company's MSSP arrangements are to provide the population health services to beneficiaries for a given performance period. As part of these arrangements, the Company stands ready to provide the population with health services throughout the performance period. The Company estimates the variable consideration that constitutes the transaction price of these arrangements by utilizing third-party data and historical experience. As the Company’s performance obligation is met, revenue is recorded over time using its estimation methods and consideration is made, to the extent possible, that it is probable that a significant reversal will not occur once any uncertainty associated with the variable consideration is subsequently resolved. Since the Company has determined it only has one performance obligation under each of these arrangements, it allocates the full transaction price towards each arrangement’s individual performance obligation. Government Value-Based Care Revenue is recognized on a net basis, because the Company does not coordinate or control the range of services provided and, thus, accepts partial financial risk. Other Revenue Other revenue primarily represents partial and no risk capitation, MSO and pharmacy revenue. Capitation revenue represents a fixed amount of money PMPM paid in advance for the delivery of primary care services only, whereby the Company is not liable for medical costs in excess of the fixed payment. Capitated revenues are typically prepaid monthly to the Company based on the number of patients selecting us as their primary care provider. Our capitated rates are fixed, contractual rates. Incentive payments for Healthcare Effectiveness Data and Information Set (“HEDIS”) and any services paid on a fee for service basis by a health plan are also included in other revenue. Other revenue also includes ancillary fees earned under contracts with certain payors for the provision of certain care coordination and other care management services. These services are provided to patients covered by these payors regardless of whether those patients receive their care from our affiliated medical groups. Revenue for primary care services for patients in a partial risk or upside-only contracts is reported in other revenue. For MSO contracts in which the Company does not coordinate or control the range of services provided and, thus, accepts partial or no financial risk for members attributed to the IPA, the revenue is recognized on a net basis, consistent with ASC 606, and is recorded in other revenue.
Accounts Receivable	Accounts Receivable Accounts receivable are carried at the amounts the Company deems collectible. Accordingly, an allowance is provided based on credit losses expected over the contractual term. This allowance is netted against the receivable balance with the loss being recognized within general and administrative expenses in the consolidated statements of operations. Accounts receivable are written off when they are deemed uncollectible. As of September 30, 2023 and December 31, 2022 , the Company's provision for credit losses was $ 1.6 million and $ 1.2 million, respectively. Amounts due to the Company within 12 months of the reporting period are recorded in accounts receivable, net. The amounts which the Company expects to receive following the 12 month period are recorded in other assets. Accordingly, as of September 30, 2023 and December 31, 2022, $ 76.5 million and $ 0 o f long-term accounts receivable was included in other assets, respectively.
Significant Accounting Policies	Significant Accounting Policies Other than the addition of the government value-based care accounting policy, there have been no other changes to our significant accounting policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2022 , which was filed with the SEC on March 30, 2023.
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 in the consolidated financial statements and accompanying notes. The areas where significant estimates are used in the accompanying financial statements include, but are not limited to, revenues and related receivables from risk adjustments, medical services expense and related payables, purchase price allocations, including fair value estimates of intangibles and contingent consideration, the valuation and related impairment testing of long-lived assets, including goodwill and intangible assets, the valuation of derivative warrant liabilities, and the estimated useful lives of fixed assets and intangible assets. Actual results could differ from those estimates. The Company re-evaluated key assumptions and estimates and based on this analysis, the Company identified changes in estimates to revenue, external provider costs, and short-term and long-term accounts receivable, net. Accordingly, the Company recognized the following changes in prior year estimates in each respective period ( in thousands ): Increase (decrease) Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Revenue $ ( 24,660 ) $ ( 924 ) External provider costs ( 1,393 ) 6,045 Short-term and long-term accounts receivable, net ( 23,266 ) ( 6,969 ) For the nine months ended September 30, 2023, the developments related to the prior year dates of service were primarily driven by new, updated information regarding MSO membership at one health plan, an unseasonably early flu season, and more current data from one Medicaid health plan. For the nine months ended September 30, 2022 , the developments related to the prior year dates of service were driven by claims development from COVID-related utilization.
Emerging Growth Company	Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (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 Securities and Exchange Act of 1934, as amended (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. 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, cash equivalents and short-term and long-term accounts receivable, net. The Company believes it is not exposed to any significant concentrations of credit risk from these financial instruments. The Company has not experienced any losses on its deposits of cash and cash equivalents. Composition of the Company's revenues and short-term and long-term accounts receivable, net balances for the payors comprising 10% or more of revenue was as follows: Revenue Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Payor A 21 % 24 % 30 % 30 % Payor B 12 % n/a 19 % 19 % Payor C 19 % 21 % 16 % 17 % Payor D 12 % 12 % 13 % 14 % Payor E 12 % 15 % 11 % 12 % Payor F 14 % 10 % n/a n/a Short-Term and Long-Term Accounts Receivable, net As of September 30, 2023 As of December 31, 2022 Payor A n/a 13 % Payor B n/a 11 % Payor C n/a 13 % Payor D 11 % 13 % Payor E n/a n/a Payor F 51 % 34 %
Recent Accounting Pronouncements	Recently Adopted Accounting Pronouncements The Company elected to defer compliance with ASC Topic 842, Leases ("ASC 842"), consistent with the requirements for a private company due to the Company’s status as an emerging growth company and the provisions of the JOBS Act. Accordingly, the adoption of ASC 842 was applicable for the Company for the annual reporting period beginning January 1, 2022, and interim reporting periods within the annual reporting period beginning after December 15, 2022 . The Company elected to adopt practical expedients which permit it to not reassess its prior conclusions about lease identification, lease classification and initial direct costs under the new standard. The Company elected to combine lease and non-lease components for all lease contracts and also elected not to recognize right-of-use assets and lease liabilities for leases with terms of 12 months or less. The Company did not elect the hindsight practical expedient, which would have allowed the Company to revisit key assumptions, such as lease term, which were made when the lease was originally entered. We implemented ASC 842 effective January 1, 2022, using the modified retrospective approach, which allows entities to either apply the new lease standard to the beginning of the earliest period presented or only to the consolidated financial statements in the period of adoption without restating prior periods. We have elected to apply the new guidance at the date of the adoption, January 1, 2022, without restating prior periods. The financial effect of the adoption was an increase of $ 73.7 million to the right-of-use asset and corresponding lease liabilities to the Company’s balance sheet as of January 1, 2022. Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which is intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The guidance allows for either full retrospective adoption or modified retrospective adoption. The guidance is effective for the Company in the first quarter of fiscal year 2025 and early adoption is permitted. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
Summary of Significant Accounting Policies (Tables)	Sep. 30, 2023
Accounting Policies [Abstract]
Schedule of Revenues and Short Term and Long Term Accounts Receivable, Net Balances for Payors Comprising 10% or More of Revenue	Composition of the Company's revenues and short-term and long-term accounts receivable, net balances for the payors comprising 10% or more of revenue was as follows: Revenue Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Payor A 21 % 24 % 30 % 30 % Payor B 12 % n/a 19 % 19 % Payor C 19 % 21 % 16 % 17 % Payor D 12 % 12 % 13 % 14 % Payor E 12 % 15 % 11 % 12 % Payor F 14 % 10 % n/a n/a Short-Term and Long-Term Accounts Receivable, net As of September 30, 2023 As of December 31, 2022 Payor A n/a 13 % Payor B n/a 11 % Payor C n/a 13 % Payor D 11 % 13 % Payor E n/a n/a Payor F 51 % 34 %
Summary of Changes Recognized in Prior Year Estimates	The Company re-evaluated key assumptions and estimates and based on this analysis, the Company identified changes in estimates to revenue, external provider costs, and short-term and long-term accounts receivable, net. Accordingly, the Company recognized the following changes in prior year estimates in each respective period ( in thousands ): Increase (decrease) Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Revenue $ ( 24,660 ) $ ( 924 ) External provider costs ( 1,393 ) 6,045 Short-term and long-term accounts receivable, net ( 23,266 ) ( 6,969 )

Acquisitions (Tables)

Acquisitions (Tables) - Steward Acquisition	9 Months Ended
Acquisitions (Tables) - Steward Acquisition	Sep. 30, 2023
Business Acquisition [Line Items]
Summary of Purchase Consideration	The following summarizes the consideration transferred as of the Steward Closing ( in thousands ): Cash consideration $ 25,000 Initial Share Consideration (1) 134,420 Earnout Share Consideration (2) 212,355 Other consideration, net (3) 27,219 Total Steward Acquisition consideration $ 398,994 (1) Represents issuance of 23.5 million shares of Class A Common Stock of the Company using the closing price as of the date of the Steward Closing of $ 5.72 per share. (2) Calculated as the 37.5 million shares of Class A Common Stock the Company estimated that it will be obligated to issue to the Seller Parties upon achievement of certain milestones as Earnout Share Consideration, multiplied by CareMax's closing stock price as of the date of the Steward Closing of $ 5.72 per share and the estimated probability of payout of 99 %. (3) Represents funding of the Financed Net Pre-Closing Medicare AR of $ 35.5 million, offset by the Sellers' reimbursement to the Company of the interest and original issue discount of $ 6.8 million related to the Loan and Security Agreement (as defined in Note 7, Debt and Related Party Debt ) and by non-cash purchase price adjustment of $ 1.5 million.
Summary of Purchase Consideration and Fair Value of Assets Acquired and Liabilities Assumed	The following table summarizes the consideration paid and the preliminary fair value of the assets acquired and liabilities assumed at Steward Closing ( in thousands ): Accounts receivable $ 43,060 Other working capital adjustments ( 21,584 ) Distribution liabilities ( 7,032 ) Intangible asset - Risk contracts 37,500 Intangible asset - Provider network 42,900 Net assets acquired (a) 94,844 Purchase consideration (b) 398,994 Goodwill (b) - (a) $ 304,150 The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at Steward Closing and as adjusted for measurement period adjustments identified through September 30, 2023 ( in thousands ): At Steward Closing (preliminary) Measurement Period Adjustments At Steward Closing (as adjusted) Accounts receivable $ 43,060 $ ( 4,074 ) $ 38,986 Other working capital adjustments ( 21,584 ) 1,272 ( 20,312 ) Distribution liabilities ( 7,032 ) 2,802 ( 4,230 ) Intangible asset - Risk contracts 37,500 — 37,500 Intangible asset - Provider network 42,900 — 42,900 Net assets acquired 94,844 — 94,844 Purchase consideration 398,994 — 398,994 Goodwill $ 304,150 $ — $ 304,150

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	9 Months Ended
Goodwill and Other Intangible Assets (Tables)	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Changes in Carrying Amount of Goodwill	The following table shows changes in the carrying amount of goodwill (in thousands): Carrying Amount Balance at December 31, 2022 $ 700,643 Impairment ( 178,000 ) Balance at September 30, 2023 $ 522,643
Summary of Gross Carrying Amount and Accumulated Amortization of Intangible Assets by Major Class	The following tables summarize the gross carrying amounts, accumulated amortization and net carrying amounts of intangible assets by major class ( in thousands ): Gross Carrying Accumulated Net Carrying September 30, 2023 Risk contracts $ 102,070 $ ( 35,558 ) $ 66,511 Provider network 42,900 ( 5,448 ) 37,452 Non-compete agreements 4,170 ( 2,138 ) 2,032 Trademarks 1,862 ( 1,457 ) 405 Other 693 ( 205 ) 489 Total $ 151,695 $ ( 44,805 ) $ 106,889 Gross Carrying Accumulated Net Carrying December 31, 2022 Risk contracts $ 102,070 $ ( 24,217 ) $ 77,853 Provider network 42,900 ( 851 ) 42,049 Non-compete agreements 4,170 ( 1,518 ) 2,652 Trademarks 1,862 ( 1,352 ) 510 Other 693 ( 171 ) 522 Total $ 151,695 $ ( 28,109 ) $ 123,585

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
Property and Equipment (Tables)	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Summary of Property and Equipment	Property and equipment at September 30, 2023 and December 31, 2022 consisted of the following ( in thousands ): September 30, 2023 December 31, 2022 Leasehold improvements $ 13,341 $ 10,661 Vehicles 3,303 3,743 Furniture and equipment 12,279 8,871 Software 3,864 3,725 Construction in progress 8,690 4,621 Total 41,478 31,620 Less: Accumulated depreciation ( 13,641 ) ( 10,614 ) Total Property and equipment, net $ 27,837 $ 21,006

Debt and Related Party Debt (Ta

Debt and Related Party Debt (Tables)	9 Months Ended
Debt and Related Party Debt (Tables)	Sep. 30, 2023
Debt Disclosure [Abstract]
Summary of Debt	As of September 30, 2023 and December 31, 2022, debt consisted of the following (in thousands ): September 30, 2023 December 31, 2022 Indebtedness under the Credit Agreement $ 313,920 $ 240,277 Indebtedness under the Loan and Security Agreement - Related party debt 35,510 35,510 Other 2,283 1,657 Less: Unamortized discounts and debt issuance costs ( 14,229 ) ( 16,188 ) 337,484 261,256 Less: Current portion ( 34,872 ) ( 30,530 ) Long-term portion $ 302,612 $ 230,725
Summary of Future Maturities of Debt Outstanding	Future maturities of debt outstan ding at September 30, 2023 were as follows ( in thousands ): Year Amount Remainder of 2023 $ 35,573 2024 389 2025 2,958 2026 3,446 2027 308,463 Thereafter 883 Total $ 351,713

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
Stock-Based Compensation (Tables)	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Summary of Equity Award Activity	The following table summarizes the equity award activity for the nine months ended September 30, 2023: RSUs PSUs Options Number of shares Weighted-Average Grant Date Fair Value Number of shares Weighted-Average Grant Date Fair Value Number of shares Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2022 2,673,214 $ 8.11 209,163 $ 5.71 373,565 $ 6.06 Granted 2,506,527 3.72 308,000 3.73 516,000 2.93 Vested ( 691,456 ) 8.37 ( 65,650 ) 6.05 ( 139,211 ) 6.03 Forfeited ( 325,987 ) 6.74 — — — — Outstanding as of September 30, 2023 4,162,298 $ 5.53 451,513 4 $ 4.31 750,354 $ 3.91
Assumptions Used to Calculate Fair Value of PSUs	Fair value of the PSUs granted in 2023 was determined on grant dates using a Monte Carlo model with the following assumptions: Underlying stock price $ 3.72 Performance period (years) 2.00 Risk-free interest rate 4.5 % Volatility 70.8 % Dividend yield 0.0 %
Assumptions Used to Calculate Fair Value of Options	Fair value of options granted in 2023 was determined on grant dates using a Black-Scholes-Merton Option Pricing model with the following assumptions: Underlying stock price $ 3.72 Performance period (years) 10.00 Risk-free interest rate 3.7 % Volatility 71.5 % Dividend yield 0.0 %

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
Net Loss Per Share (Tables)	Sep. 30, 2023
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 net loss per share for the periods indicated based on the weighted-average number of common shares outstanding ( in thousands, except share and per share data ): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net loss attributable to CareMax, Inc. Class A common stockholders $ ( 103,123 ) $ ( 22,053 ) $ ( 217,581 ) $ ( 48,230 ) Weighted-average basic shares outstanding 112,085,154 87,408,605 111,704,585 87,415,801 Weighted-average diluted shares outstanding 112,085,154 87,408,605 111,704,585 87,415,801 Net loss per share Basic $ ( 0.92 ) $ ( 0.25 ) $ ( 1.95 ) $ ( 0.55 ) Diluted $ ( 0.92 ) $ ( 0.25 ) $ ( 1.95 ) $ ( 0.55 )
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Series A and Series B Warrants 8,000,000 8,000,000 8,000,000 8,000,000 Public and Private Placement Warrants 5,791,652 5,791,652 5,791,652 5,791,652 Contingent consideration 37,500,000 3,200,000 39,621,612 3,200,000 Unvested restricted stock units 4,468,118 3,163,790 3,077,158 3,163,790 Unvested performance stock units (assumes 100 % target payout) 451,513 189,389 294,012 189,389 Unvested options 750,354 378,783 496,230 378,783 Total 56,961,637 20,723,614 57,280,663 20,723,614

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
Fair Value Measurements (Tables)	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following tables present 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 ): Fair Value September 30, 2023 Quoted Prices Significant other Significant other Description Carrying Value (Level 1) (Level 2) (Level 3) Derivative warrant liabilities - Public Warrants $ 575 $ 575 $ — $ — Derivative warrant liabilities - Private Placement Warrants 408 — — 408 Total liabilities measured at fair value $ 983 $ 575 $ — $ 408 Fair Value December 31, 2022 Quoted Prices Significant other Significant other Description Carrying Value (Level 1) (Level 2) (Level 3) Derivative warrant liabilities - Public Warrants $ 1,495 $ 1,495 $ — $ — Derivative warrant liabilities - Private Placement Warrants 2,479 — — 2,479 Contingent earnout liability 134,561 — — 134,561 Total liabilities measured at fair value $ 138,535 $ 1,495 $ — $ 137,040
Schedule of Activity of the Level 3 Liabilities Measured at Fair Value	Activity of the Level 3 liabilities measured at fair value was as follows (in thousands): Balance as of December 31, 2022 $ 137,040 Change in fair value of derivative warrant liabilities ( 2,071 ) Change in fair value of contingent earnout liability ( 19,916 ) Reclassification of contingent earnout consideration previously liability classified ( 114,645 ) Balance as of September 30, 2023 $ 408
Schedule of Quantitative Information of Level 3 Fair Value Measurements Inputs	The following table provides quantitative information regarding Level 3 fair value measurement inputs used in measurement of fair value of Private Placement Warrants: September 30, 2023 December 31, 2022 Exercise price $ 11.50 $ 11.50 Underlying stock price $ 2.12 $ 3.65 Volatility 65.2 % 69.1 % Expected life of the options to convert (years) 2.69 3.44 Risk-free rate 4.76 % 4.08 % Dividend yield 0.0 % 0.0 %
Schedule of Measured at Fair Value on Nonrecurring Basis	Financial Instruments that are not Measured at Fair Value on a Recurring Basis September 30, 2023 Fair Value Carrying Value Quoted Prices Significant other Significant other (in thousands) (Level 1) (Level 2) (Level 3) Liabilities Fixed rate debt (a) $ 36,442 $ — $ — $ 36,051 Floating rate debt (a) 313,920 — — 313,920 Total $ 350,361 $ — $ — $ 349,970 Fair Value December 31, 2022 Carrying Value Quoted Prices Significant other Significant other (in thousands) (Level 1) (Level 2) (Level 3) Liabilities Fixed rate debt (a) $ 36,498 $ — $ — $ 32,820 Floating rate debt (a) 240,277 — — 240,280 Total $ 276,775 $ — $ — $ 273,100 (a) The debt amounts above do not include the impact of debt issuance costs or discounts.‌

Leases (Tables)

Leases (Tables)	9 Months Ended
Leases (Tables)	Sep. 30, 2023
Leases [Abstract]
Schedule of Lease Costs	Lease costs were as follows (in thousands): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Operating lease cost $ 5,224 $ 14,399 Variable lease cost 864 2,355 Short-term lease cost 291 916 Total lease cost $ 6,379 $ 17,670
Schedule of Weighted Average Remaining Lease Terms and Discount Rates	Weighted-average of the remaining lease terms and weighted-average discount rate were as follows: As of September 30, 2023 As of December 31, 2022 Weighted-average remaining lease term (years) 13.1 11.0 Weighted-average discount rate 9.48 % 6.33 %
Schedule of Maturities of Operating Lease Liabilities	As of September 30, 2023, maturities of operating lease liabilities were as follows ( in thousands ): Year Amount Remainder of 2023 $ 3,078 2024 13,947 2025 17,997 2026 17,837 2027 16,981 Thereafter 167,261 Future gross lease payments 237,100 Less: Present value discount ( 110,877 ) Present value of operating lease liabilities $ 126,223
Schedule of Future Minimum Rental Payments	Future minimum rental payments under these lease agreements, including renewal options which are considered reasonably certain of exercise, consisted of the following at September 30, 2022: Year Amount Remainder of 2022 $ 3,786 2023 18,309 2024 19,192 2025 18,959 2026 18,170 Thereafter 208,556 Total lease payments $ 286,973

Variable Interest Entities (Tab

Variable Interest Entities (Tables)	9 Months Ended
Variable Interest Entities (Tables)	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Summary of Financial Position and Operations of PCs and Care Optical	The following tables summarize the financial position and operations of the PCs and Care Optical ( in thousands ): September 30, December 31, Total assets $ 2,928 $ 1,097 Total liabilities $ 8,583 $ 2,961 Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended Revenues $ 369 $ 1,366 $ 22 $ 22 Operating expenses $ 1,005 $ 4,696 $ 683 $ 1,064

Description of Business - Addit

Description of Business - Additional Information (Details)	9 Months Ended
Description of Business - Additional Information (Details)	Sep. 30, 2023 State Center	Jun. 08, 2021
Description Of Business [Line Items]
Number of centers operated and managed \| Center	62
Affiliated providers in number of states \| State	10
CMG \| Business Combination Agreement
Description Of Business [Line Items]
Percentage of equity interests acquired		100%
IMC \| Business Combination Agreement
Description Of Business [Line Items]
Percentage of equity interests acquired		100%

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Line Items]
Lease liabilities	$ 126,223
Allowance for doubtful accounts	1,600	$ 1,200
Long-term accounts receivable	76,500	$ 0
ASC 842
Summary of Significant Accounting Policies [Line Items]
Lease liabilities	$ 73,700
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	true
Change in Accounting Principle, Accounting Standards Update, Adoption Date	Dec. 15, 2022

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Changes Recognized in Prior Year Estimates (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Summary Of Significant Accounting Policies [Line Items]
Revenues	$ (24,660)	$ (924)
External provider costs	(1,393)	6,045
Short-term and long-term accounts receivable, net of liabilities	$ (23,266)	$ (6,969)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of Revenues and Short Term and Long Term Accounts Receivable, Net Balances for Payors Comprising 10% or More of Revenue (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Payor A \| Customer Concentration Risk \| Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	21%	30%	24%	30%
Payor A \| Credit Concentration Risk \| Short-Term and Long-Term Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)					13%
Payor B \| Customer Concentration Risk \| Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	12%	19%		19%
Payor B \| Credit Concentration Risk \| Short-Term and Long-Term Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)					11%
Payor C \| Customer Concentration Risk \| Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	19%	16%	21%	17%
Payor C \| Credit Concentration Risk \| Short-Term and Long-Term Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)					13%
Payor D \| Customer Concentration Risk \| Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	12%	13%	12%	14%
Payor D \| Credit Concentration Risk \| Short-Term and Long-Term Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)			11%		13%
Payor E \| Customer Concentration Risk \| Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	12%	11%	15%	12%
Payor F \| Customer Concentration Risk \| Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)	14%		10%
Payor F \| Credit Concentration Risk \| Short-Term and Long-Term Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Concentration risk (as a percentage)			51%		34%

Acquisitions - Additional Infor

Acquisitions - Additional Information (Details) $ / shares in Units, $ in Thousands		9 Months Ended		12 Months Ended
	Nov. 10, 2022 USD ($) Lives $ / shares shares	Sep. 30, 2023 USD ($) Business $ / shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares
Business Acquisition [Line Items]
Cash consideration		$ 0	$ 892
Goodwill		$ 522,643		$ 700,643
Number of acquisitions \| Business		0
Class A Common Stock
Business Acquisition [Line Items]
Common stock, par value \| $ / shares		$ 0.0001		$ 0.0001
Steward Acquisition
Business Acquisition [Line Items]
Cash consideration	$ 25,000
Financed net pre-closing medicare	$ 35,500
Number of medicare lives \| Lives	100,000
Maximum percentage of medical expense ratio	85%
Accrued contingent consideration to seller parties		$ 5,000		$ 5,000
Total purchase consideration	$ 398,994
Goodwill	304,150	304,150
Increase in accounts receivable	43,060	38,986
Decrease to liabilities	$ 7,032	$ 4,230
Steward Acquisition \| Class A Common Stock
Business Acquisition [Line Items]
Consideration, shares \| shares	23,500,000
Common stock, par value \| $ / shares	$ 0.0001
Percentage of issued and outstanding shares of common stock	41%
Other Acquisitions
Business Acquisition [Line Items]
Total purchase consideration				3,300
Goodwill				2,900
Intangible assets				$ 400

Acquisitions - Summary of Purch

Acquisitions - Summary of Purchase Consideration (Details) - USD ($) $ in Thousands		9 Months Ended
	Nov. 10, 2022	Sep. 30, 2023	Sep. 30, 2022
Business Acquisition [Line Items]
Cash consideration		$ 0	$ 892
Steward Acquisition
Business Acquisition [Line Items]
Cash consideration	$ 25,000
Initial Share Consideration	134,420
Earnout Share Consideration	212,355
Other consideration, net	27,219
Total consideration	$ 398,994

Acquisitions - Summary of Pur_2

Acquisitions - Summary of Purchase Consideration (Parenthetical) (Details) - Steward Acquisition - USD ($) $ / shares in Units, shares in Millions, $ in Millions	Nov. 10, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Financed net pre-closing medicare	$ 35.5
Reimbursement from interest and original issue discount	6.8
Non-cash purchase price adjustment	$ 1.5
Class A Common Stock
Business Acquisition [Line Items]
Earnout share consideration to seller	37.5
Estimated probability of payout percentage	99%
Business acquisition, equity interest issued number of shares	23.5
Business acquisition, share price	$ 5.72	$ 3.65

Acquisitions - Summary of Pur_3

Acquisitions - Summary of Purchase Consideration and Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Nov. 10, 2022
Business Acquisition [Line Items]
Goodwill	$ 522,643	$ 700,643
Steward Acquisition
Business Acquisition [Line Items]
Accounts receivable	38,986		$ 43,060
Other working capital adjustments	(20,312)		(21,584)
Distribution liabilities	(4,230)		(7,032)
Net assets acquired	94,844		94,844
Total consideration	398,994		398,994
Goodwill	304,150		304,150
Measurement Period Adjustments
Accounts receivable	(4,074)
Other working capital adjustments	1,272
Distribution liabilities	2,802
Steward Acquisition \| Risk Contracts
Business Acquisition [Line Items]
Intangible assets	37,500		37,500
Steward Acquisition \| Provider Network
Business Acquisition [Line Items]
Intangible assets	$ 42,900		$ 42,900

Reinsurance - Additional Inform

Reinsurance - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
Reinsurance - Additional Information (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Effects of Reinsurance [Line Items]
Reinsurance recoveries recognized	$ 12,400,000	$ 6,900,000	$ 23,300,000	$ 21,000,000
Reinsurance premium expense incurred	$ 11,500,000	$ 5,800,000	24,400,000	$ 13,700,000
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

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Balance at December 31, 2022			$ 700,643	$ 700,643
Impairment	$ (80,000)	$ 0	$ (98,000)	(178,000)	$ 0
Balance at June 30, 2023	$ 522,643			$ 522,643

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Summary of Gross Carrying Amount and Accumulated Amortization of Intangible Assets by Major Class (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 151,695	$ 151,695
Accumulated Amortization	(44,805)	(28,109)
Net Carrying Value	106,889	123,585
Risk Contracts
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	102,070	102,070
Accumulated Amortization	(35,558)	(24,217)
Net Carrying Value	66,511	77,853
Provider Network
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	42,900	42,900
Accumulated Amortization	(5,448)	(851)
Net Carrying Value	37,452	42,049
Non-compete Agreements
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,170	4,170
Accumulated Amortization	(2,138)	(1,518)
Net Carrying Value	2,032	2,652
Trademarks
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,862	1,862
Accumulated Amortization	(1,457)	(1,352)
Net Carrying Value	405	510
Other
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	693	693
Accumulated Amortization	(205)	(171)
Net Carrying Value	$ 489	$ 522

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended	9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Goodwill [Line Items]
Estimated fair value	13%		17.90%
Goodwill impairment	$ 80,000	$ 0	$ 98,000			$ 178,000	$ 0
Cumulative goodwill impairment	248,000					248,000		$ 70,000
Amortization expense	$ 5,700			$ 3,700		$ 16,700	$ 11,400
Estimated fair value exceeded carrying value					$ 20,000
Estimated fair value exceeded carrying value percentage					3%
Long Term Projected Growth
Goodwill [Line Items]
Decrease in estimated fair value, Percentage	2%	2%	1%		2%	2%
Decrease in long term growth rate	50%	50%	0.50%		50%	50%
Decrease in estimated fair value	$ 10,000	$ 11,500	$ 7,000		$ 11,500	$ 10,000
Decrease in Share Price
Goodwill [Line Items]
Decrease in estimated fair value, Percentage	4%	5.40%	5.80%		5.40%	4%
Decrease in share price, Percentage	10%	10%	10%		10%	10%
Decrease in estimated fair value	$ 23,000	$ 34,900	$ 31,400		$ 34,900	$ 23,000
Weighted Average Cost of Capital
Goodwill [Line Items]
Decrease in estimated fair value, Percentage	2%	2%	2%		2%	2%
Increase in weighted average cost of capital	1%	1%	1%		1%	1%
Decrease in estimated fair value	$ 11,000	$ 11,800	$ 8,000		$ 11,800	$ 11,000

Property and Equipment - Summar

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	$ 41,478	$ 31,620
Less: Accumulated depreciation	(13,641)	(10,614)
Total Property and equipment, net	27,837	21,006
Leasehold Improvements
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	13,341	10,661
Vehicles
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	3,303	3,743
Furniture and Equipment
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	12,279	8,871
Software
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	3,864	3,725
Construction in Progress
Property Plant And Equipment [Line Items]
Total Property and equipment, gross	$ 8,690	$ 4,621

Property and Equipment - Additi

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1.2	$ 0.9	$ 3.5	$ 3.2

Debt and Related Party Debt - A

Debt and Related Party Debt - Additional Information (Details)		1 Months Ended			3 Months Ended	6 Months Ended	9 Months Ended
	Mar. 08, 2023 USD ($)	Nov. 30, 2022 USD ($)	Oct. 31, 2022 USD ($)	May 31, 2022 USD ($)	Sep. 30, 2026	Jun. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Apr. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Maximum aggregate loan amount				$ 300,000,000
Repayments of Debt				121,000,000
Loss on debt extinguishment						$ (6,200,000)	$ 0	$ (6,172,000)
Debt Instrument, Interest Rate Terms							Based on the elections made by the Company, as of September 30, 2023, borrowings under the Credit Agreement bore interest of Term SOFR (calculated as the Secured Overnight Financing Rate published on the Federal Reserve Bank of New York’s website, plus the applicable credit spread adjustment, based on the elected interest period), plus an applicable margin rate of 9.00%. As permitted under the Credit Agreement, the Company elected to capitalize 4.00% of the interest as principal amount. As a result of this election, the cash interest component of the applicable margin increased by 0.50%.
Increase in margin rate							0.50%
Option to capitalize, percentage of interest as principal outstanding							4%
Debt instrument maturity month and year							2027-05
Minimum liquidity requirement				50,000,000
Minimum liquidity requirement reduced amount on meeting certain adjusted EBITDA				$ 25,000,000
De novo losses excluded from calculation of such ratio period				36 months
Debt instrument covenants maximum leverage ratio				8.5
Debt instrument interest capitalized percentage	4%
Related party debt, net		$ 35,500,000					$ 34,517,000				$ 30,277,000
Debt instrument, debt default, percentage		4%
Debt instrument, applicable increased interest rate		5%
Scheduled payments of interest and fees		$ 6,800,000
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 consolidated EBITDA, as defined in the Credit Agreement, 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 was initially 8.50 to 1.00, commencing with the fiscal quarter ended September 30, 2022 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.
Payment-in-kind interest expense							$ 8,643,000	$ 3,038,000
Beginning on Second Anniversary
Debt Instrument [Line Items]
Debt instrument interest capitalized percentage	3.50%
Beginning on Third Anniversary
Debt Instrument [Line Items]
Debt instrument interest capitalized percentage	3%
Beginning on December 10, 2025
Debt Instrument [Line Items]
Debt instrument interest capitalized percentage	1.50%
Scenario Forecast
Debt Instrument [Line Items]
Debt instrument covenants maximum leverage ratio					5.5
Initial Term Loans
Debt Instrument [Line Items]
Aggregate principal amount				$ 190,000,000
Amount drawn				$ 190,000,000
Debt instrument, percentage of amortization payments of aggregate principal amount to be paid commencing on March 31, 2024				2,500
Initial Term Loans \| Term SOFR
Debt Instrument [Line Items]
Debt instrument margin rate							9%
Term Loan Facility
Debt Instrument [Line Items]
Term loan beard fixed interest rate per annum		12%
Delayed Draw Term Loan
Debt Instrument [Line Items]
Aggregate principal amount	$ 110,000,000			$ 110,000,000
Amount drawn		$ 45,000,000							$ 35,000,000	$ 30,000,000
Revised term loan expiration period	45 days
Debt instrument, facility fee percentage		3%
Delayed Draw Term Loan B Facility
Debt Instrument [Line Items]
Aggregate principal amount	$ 60,000,000
Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate principal amount	$ 45,000,000
Anthem \| Promissory Note
Debt Instrument [Line Items]
Aggregate principal amount			$ 1,000,000
Debt instrument maturity month and year			2032-10
Term loan beard fixed interest rate per annum							6.25%

Debt and Related Party Debt - S

Debt and Related Party Debt - Summary of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Long-term debt gross	$ 351,713
Less: Unamortized discounts and debt issuance costs	(14,229)	$ (16,188)
Total long-term debt	337,484	261,256
Less: Current portion	(34,872)	(30,530)
Long-term portion	302,612	230,725
Credit Agreement
Debt Instrument [Line Items]
Long-term debt gross	313,920	240,277
Related party debt
Debt Instrument [Line Items]
Long-term debt gross	35,510	35,510
Other
Debt Instrument [Line Items]
Long-term debt gross	$ 2,283	$ 1,657

Debt and Related Party Debt -_2

Debt and Related Party Debt - Summary of Future Maturities of Debt Outstanding (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Debt Disclosure [Abstract]
Remainder of 2023	$ 35,573
2024	389
2025	2,958
2026	3,446
2027	308,463
Thereafter	883
Total	$ 351,713

Stockholders' Equity - Addition

Stockholders' Equity - Additional information (Details) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 13, 2021 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($) shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($) shares	Dec. 31, 2022 USD ($) Votes $ / shares shares
Class Of Stock [Line Items]
Preferred stock,authorized		1,000,000		1,000,000		1,000,000
Other current assets \| $		$ 3,820		$ 3,820		$ 3,968
Preferred stock, issued		1		1		1
Preferred stock voting rights				In any such vote, the share of Series A Preferred Stock will be entitled to 37,241,783 votes.
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 \| $ / shares	$ 0.1
Subscription Agreement \| Series B Warrant
Class Of Stock [Line Items]
Exercisable period	5 years
Number shares vest and exercisable	500,000	0	0	0	1,000,000
Vesting period	1 year
Warrant share price \| $ / shares	$ 0.01
Subscription Agreement \| Warrant Shares
Class Of Stock [Line Items]
Other current assets \| $		$ 400		$ 400		$ 600
Subscription Agreement with Two Centers \| Other assets \| Series B Warrant
Class Of Stock [Line Items]
Warrants shares and prepaid expenses \| $			$ 0		$ 5,000
Class A Common Stock \| Subscription Agreement
Class Of Stock [Line Items]
Number of shares purchased	500,000
Aggregate purchase price of common shares \| $	$ 5,000
Price per share \| $ / shares	$ 18
Class A Common Stock \| Subscription Agreement \| Maximum
Class Of Stock [Line Items]
Price per share \| $ / shares	$ 10
Series A Preferred Stock
Class Of Stock [Line Items]
Preferred stock, issued						1
Preferred stock par value \| $ / shares						$ 0.0001
Voting rights \| Votes						37,241,783

Stockholders' Equity - Redeemab

Stockholders' Equity - Redeemable Warrants (Details) - IPO - DFHT - $ / shares	1 Months Ended	9 Months Ended
	Jul. 31, 2020	Sep. 30, 2023
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	$ 1.5
Locking period of warrants after completion of business combination	30 days

Stockholders' Equity - Continge

Stockholders' Equity - Contingent Consideration (Details) $ / shares in Units, $ in Millions			9 Months Ended
	Nov. 10, 2022 Lives	Jul. 09, 2021 $ / shares shares	Sep. 30, 2023 $ / shares shares	Jun. 30, 2023 USD ($)
First Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Minimum weighted average trading price to issue earnout shares \| $ / shares		$ 12.5	$ 12.5
Considered trading days for share price trigger		20 days	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 \| $ / shares			$ 15
Considered trading days for share price trigger			20 days
Considered trading period for share price trigger			30 days
Earnout period expiration date			Jun. 09, 2023
Share price trigger			false
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
Earnout shares issued and paid		1,750,000
CMG \| Second Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable			1,750,000
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
Earnout shares issued and paid		1,450,000
IMC \| Second Share Price Trigger
Business Acquisition Contingent Consideration [Line Items]
Earnout shares payable			1,450,000
Steward Acquisition
Business Acquisition Contingent Consideration [Line Items]
Number of medicare lives \| Lives	100,000
Maximum percentage of medical expense ratio	85%
Fair value of the earnout share consideration \| $				$ 114.6
Steward Acquisition \| Class A Common Stock
Business Acquisition Contingent Consideration [Line Items]
Percentage of issued and outstanding shares of common stock	41%

Stock Based Compensation - Addi

Stock Based Compensation - Additional information (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Jun. 04, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense				$ 8,004	$ 7,486
2021 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense		$ 3,200	$ 3,600	$ 8,000	$ 7,500
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
Stock-based compensation incremental description				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 Board, 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 (ii) a lesser number of shares of Class A Common Stock as determined by the Board or the Compensation Committee of the Board prior to the relevant January 1st.
Incremental percentage of shares available for the plan of outstanding shares	4%
2021 Plan \| RSU, PSU and Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation of unvested awards		$ 20,800		$ 20,800
Unrecognized stock-based compensation, expected to be recognized over weighted-average period				2 years 8 months 12 days

Stock Based Compensation - Summ

Stock Based Compensation - Summary of Equity Award Activity (Details)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options, Outstanding, Beginning balance \| shares	373,565
Number of Options, Granted \| shares	516,000
Number of Options, Vested \| shares	(139,211)
Number of Options, Outstanding, Ending balance \| shares	750,354
Wtd. Avg. Grant Date Fair Value, Outstanding, Options Beginning balance \| $ / shares	$ 6.06
Wtd. Avg. Grant Date Fair Value, Options Granted \| $ / shares	2.93
Wtd. Avg. Grant Date Fair Value, Options Vested \| $ / shares	6.03
Wtd. Avg. Grant Date Fair Value, Outstanding, Options Ending balance \| $ / shares	$ 3.91
Performance Stock Units ("PSUs")
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of stock units, Beginning balance \| shares	209,163
Stock units, Granted \| shares	308,000
Stock units, Vested \| shares	(65,650)
Number of stock units, Ending balance \| shares	451,513
Wtd. Avg. Grant Date Fair Value, Outstanding, Beginning balance \| $ / shares	$ 5.71
Wtd. Avg. Grant Date Fair Value, Granted \| $ / shares	3.73
Wtd. Avg. Grant Date Fair Value, Vested \| $ / shares	6.05
Wtd. Avg. Grant Date Fair Value, Outstanding, Ending balance \| $ / shares	$ 4.31
Restricted Stock Units ("RSUs")
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of stock units, Beginning balance \| shares	2,673,214
Stock units, Granted \| shares	2,506,527
Stock units, Vested \| shares	(691,456)
Stock units, Forfeited \| shares	(325,987)
Number of stock units, Ending balance \| shares	4,162,298
Wtd. Avg. Grant Date Fair Value, Outstanding, Beginning balance \| $ / shares	$ 8.11
Wtd. Avg. Grant Date Fair Value, Granted \| $ / shares	3.72
Wtd. Avg. Grant Date Fair Value, Vested \| $ / shares	8.37
Wtd. Avg. Grant Date Fair Value, Forfeited \| $ / shares	6.74
Wtd. Avg. Grant Date Fair Value, Outstanding, Ending balance \| $ / shares	$ 5.53

Stock-Based Compensation - Assu

Stock-Based Compensation - Assumptions Used to Calculate Fair Value of PSUs (Details) - Performance Stock Units ("PSUs")	9 Months Ended
	Sep. 30, 2023 $ / shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Underlying stock price	$ 3.72
Performance period (years)	2 years
Risk-free interest rate	4.50%
Volatility	70.80%
Dividend yield	0%

Stock-Based Compensation - As_2

Stock-Based Compensation - Assumptions Used to Calculate Fair Value of Options (Details) - Options	9 Months Ended
	Sep. 30, 2023 $ / shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Underlying stock price	$ 3.72
Performance period (years)	10 years
Risk-free interest rate	3.70%
Volatility	71.50%
Dividend yield	0%

Net Loss Per Share - Summary of

Net Loss Per Share - Summary of Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Net loss attributable to CareMax, Inc. Class A common stockholders	$ (103,123)	$ (22,053)	$ (217,581)	$ (48,230)
Weighted average basic shares outstanding	112,085,154	87,408,605	111,704,585	87,415,801
Weighted average diluted shares outstanding	112,085,154	87,408,605	111,704,585	87,415,801
Net loss per share, Basic	$ (0.92)	$ (0.25)	$ (1.95)	$ (0.55)
Net loss per share, Diluted	$ (0.92)	$ (0.25)	$ (1.95)	$ (0.55)

Net Loss Per Share - Potentiall

Net Loss Per Share - Potentially Dilutive Outstanding Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	56,961,637	20,723,614	57,280,663	20,723,614
Series A and Series B Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	8,000,000	8,000,000	8,000,000	8,000,000
Public and Private Placement Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	5,791,652	5,791,652	5,791,652	5,791,652
Contingent consideration
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	37,500,000	3,200,000	39,621,612	3,200,000
Unvested Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	4,468,118	3,163,790	3,077,158	3,163,790
Unvested Performance Stock Units (Assumes 100% Target Payout)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	451,513	189,389	294,012	189,389
Unvested Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from diluted earnings per share	750,354	378,783	496,230	378,783

Net Loss Per Share - Potentia_2

Net Loss Per Share - Potentially Dilutive Outstanding Securities Excluded from Computation of Diluted Net Loss Per Share (Parenthetical) (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Unvested Performance Stock Units (Assumes 100% Target Payout)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Target payout assumption percentage	100%	100%	100%	100%

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring Measurement - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Level 1
Financial Liabilities Fair Value
Total liabilities measured at fair value	$ 575	$ 1,495
Level 1 \| Public Warrants
Financial Liabilities Fair Value
Total liabilities measured at fair value	575	1,495
Level 3
Financial Liabilities Fair Value
Total liabilities measured at fair value	408	137,040
Level 3 \| Private Placement Warrants
Financial Liabilities Fair Value
Total liabilities measured at fair value	408	2,479
Level 3 \| Contingent Earnout Liability
Financial Liabilities Fair Value
Total liabilities measured at fair value		134,561
Carrying Value
Financial Liabilities Fair Value
Total liabilities measured at fair value	983	138,535
Carrying Value \| Public Warrants
Financial Liabilities Fair Value
Total liabilities measured at fair value	575	1,495
Carrying Value \| Private Placement Warrants
Financial Liabilities Fair Value
Total liabilities measured at fair value	$ 408	2,479
Carrying Value \| Contingent Earnout Liability
Financial Liabilities Fair Value
Total liabilities measured at fair value		$ 134,561

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Nov. 10, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Recognized gain (loss) resulting from increase decrease in fair value of derivative warrant liabilities	$ 1,500,000	$ (7,300,000)	$ 3,000,000	$ (3,500,000)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants	Fair Value Adjustment of Warrants	Fair Value Adjustment of Warrants	Fair Value Adjustment of Warrants
Contingent earnout shares payable					37.5
Fair value, liabilities, Level 1 to Level 2 transfers, amount	$ 0	$ 0	$ 0	$ 0
Fair value, liabilities, Level 2 to Level 1 transfers, amount	0	0	0	0
Fair value, measurement with unobservable inputs reconciliation, liability, transfers into Level 3	0	0	0	0
Fair value, measurement with unobservable inputs reconciliation, liability, transfers out of Level 3	$ 0	$ 0	$ 0	$ 0
Steward Acquisition
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Percentage of probability payout					99%
Steward Acquisition \| Class A Common Stock
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business acquisition, share price					$ 3.65	$ 5.72

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Activity of the Level 3 Liabilities Measured at Fair Value (Details) - Level 3 $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 137,040
Change in fair value of derivative warrant liabilities	(2,071)
Change in fair value of contingent earnout liability	(19,916)
Reclassification of contingent earnout consideration previously liability classified	(114,645)
Ending Balance	$ 408

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of Quantitative Information of Level 3 Fair Value Measurements Inputs (Details) - Level 3 - Private Placement Warrants	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Exercise Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	11.5	11.5
Underlying stock price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	2.12	3.65
Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	65.2	69.1
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 (years)	2 years 8 months 8 days	3 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	4.76	4.08
Dividend Yield
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	0	0

Fair Value Measurements - Sch_4

Fair Value Measurements - Schedule of Measured at Fair Value on Nonrecurring Basis (Details) - Nonrecurring Measurement - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	$ 350,361	$ 276,775
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	349,970	273,100
Fixed rate debt \| Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	36,442	36,498
Fixed rate debt \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	36,051	32,820
Floating rate debt \| Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	313,920	240,277
Floating rate debt \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	$ 313,920	$ 240,280

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)			3 Months Ended		9 Months Ended
	Jun. 30, 2023	Nov. 10, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jul. 13, 2021
Related Party Transaction [Line Items]
Other current assets			$ 3,820,000		$ 3,820,000		$ 3,968,000
Related liabilities			9,345,000		9,345,000		7,687,000
Accounts receivable			139,573,000		139,573,000		151,036,000
Cost of care			$ 43,826,000	$ 30,213,000	$ 122,645,000	$ 87,925,000
Steward Acquisition
Related Party Transaction [Line Items]
Related liabilities							$ 200,000
Accounts Payable, Current, Related Party, Type [Extensible Enumeration]			us-gaap:RelatedPartyMember		us-gaap:RelatedPartyMember		us-gaap:RelatedPartyMember
Partially offset cash remitted amount		$ 35,500,000
Contingent earnout liability			$ 0		$ 0		$ 134,600,000
Contingent consideration reclassified from contingent earnout liability additional paid-in-capital	$ 114,600,000
Steward Acquisition \| Maximum
Related Party Transaction [Line Items]
Related liabilities			100,000		100,000
Steward Acquisition \| Corporate General And Administrative Expenses
Related Party Transaction [Line Items]
TSA expenses			100,000		1,200,000
Steward Acquisition \| Value-Based Care
Related Party Transaction [Line Items]
Related liabilities							$ 500,000
Accounts Payable, Current, Related Party, Type [Extensible Enumeration]							us-gaap:RelatedPartyMember
Accounts receivable			$ 800,000		$ 800,000
Accounts Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration]			us-gaap:RelatedPartyMember		us-gaap:RelatedPartyMember
Class A Common Stock \| Steward Acquisition
Related Party Transaction [Line Items]
Consideration, shares		23,500,000
Construction Advisory Services
Related Party Transaction [Line Items]
Related party expenses					$ 0	$ 400,000
Operating Cost and Expense, Related Party, Type [Extensible Enumeration]					us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
MSP Recovery, Inc.
Related Party Transaction [Line Items]
Accounts receivable			$ 1,100,000		$ 1,100,000		$ 2,300,000
Accounts Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration]			us-gaap:RelatedPartyMember		us-gaap:RelatedPartyMember		us-gaap:RelatedPartyMember
Subrogation income			$ 0	200,000	$ 0	$ 500,000
Second wave delivery system, llc \| Service
Related Party Transaction [Line Items]
Prepaid expenses for services			100,000		100,000		$ 0
Advisor \| Warrant
Related Party Transaction [Line Items]
Expense related to amortization			100,000	$ 300,000	400,000	$ 1,000,000
Other current assets			400,000		400,000		600,000
Other assets			$ 3,600,000		$ 3,600,000		$ 6,300,000
Advisor \| Advisory Agreement
Related Party Transaction [Line Items]
Minimum ownership common shares to be maintained by related party								500,000

Leases - Additional Information

Leases - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Lessee Lease Description [Line Items]
Lease expiring term			various times through 2043
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 4.1		$ 30.5
Operating lease liabilities payment	3.6		10.3
Aggregated estimated future lease payments	$ 56.8		$ 56.8
Leases, expected to commence period	2025		2025
Lease expense		$ 4.6		$ 12.7
Maximum
Lessee Lease Description [Line Items]
Initial lease terms	20 years		20 years
Minimum
Lessee Lease Description [Line Items]
Initial lease terms	15 years		15 years

Leases - Schedule of Lease Cost

Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Leases [Abstract]
Operating lease cost	$ 5,224	$ 14,399
Variable lease cost	864	2,355
Short-term lease cost	291	916
Total lease cost	$ 6,379	$ 17,670

Leases - Schedule of Weighted A

Leases - Schedule of Weighted Average Remaining Lease Terms and Discount Rates (Details)	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term (years)	13 years 1 month 6 days	11 years
Weighted-average discount rate	9.48%	6.33%

Leases - Schedule of Maturities

Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Leases [Abstract]
Remainder of 2023	$ 3,078
2024	13,947
2025	17,997
2026	17,837
2027	16,981
Thereafter	167,261
Future gross lease payments	237,100
Less: Present value discount	(110,877)
Present value of operating lease liabilities	$ 126,223

Leases - Schedule of Future Min

Leases - Schedule of Future Minimum Rental Payments (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
Remainder of 2022	$ 3,786
2023	18,309
2024	19,192
2025	18,959
2026	18,170
Thereafter	208,556
Total lease payments	$ 286,973

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax expense	$ 177	$ 181	$ 532	$ 532
Effective tax rate	(0.20%)	(0.80%)	(0.30%)	(1.10%)

Variable Interest Entities - Sc

Variable Interest Entities - Schedule of Assets and liabilities of PCs and Care Optical (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Variable Interest Entity [Line Items]
Assets	$ 1,058,117		$ 1,058,117		$ 1,170,743
Liabilities	533,501		533,501		551,196
Revenues			(24,660)	$ (924)
Operating expenses	292,615	$ 166,222	802,412	492,799
PCs and Care Optical
Variable Interest Entity [Line Items]
Assets	2,928		2,928		1,097
Liabilities	8,583		8,583		$ 2,961
Revenues	369	22	1,366	22
Operating expenses	$ 1,005	$ 683	$ 4,696	$ 1,064

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) $ in Millions	1 Months Ended
	Oct. 31, 2023 USD ($)
Subsequent Event
Subsequent Event [Line Items]
Indebtedness paid	$ 35.5