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CORRESP
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  CORRESP

  January 17, 2023

  Via Edgar

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Industrial Applications and Services

  100 F Street, N.E.

  Washington, D.C. 20549

  Attn: Nudrat Salik or Jeanne Baker

  Re:   CareMax, Inc.

  Form 10-K for the Year Ended December 31, 2021

  Form 10-Q for the Period Ended September 30, 2022

  File No. 1-39391

  We are writing to address the comments raised in the letter to CareMax, Inc. (the “Company”), dated December 16, 2022, from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) relating to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 (together, the “Reports”). The responses below correspond to the caption and number of the comment of the Staff (reproduced below in italics).

  Form 10-K for the Year Ended December 31, 2021

  EBITDA and Adjusted EBITDA, page 44

  1.Your calculation of EBITDA contains adjustments for items other than interest, taxes, depreciation and amortization. Please relabel or revise your presentation as necessary. Refer to Question 103.01 of the Non-GAAP Financial Measures Compliance & Disclosures Interpretations. Also, in accordance with Item 10(e)(1)(i)(C), expand your disclosures to address the reasons why management believes the presentation of EBITDA provides useful information to investors regarding your results of operations. In this regard, we note your discussion only addresses Adjusted EBITDA.

  Response:

  Beginning with the Company’s Form 10-K for the year ended December 31, 2022, the Company intends to simplify the presentation by removing the reference to EBITDA. As such,

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  beginning with the Company’s Form 10-K for the year ended December 31, 2022, the disclosure will be shown as presented in the response to Comment #3.

  2.You indicate in your headnote to your reconciliation that Adjusted EBITDA is a pro forma measure. We have the following comments on your presentation:

  •Tell us and disclose if the pro forma net (loss)/income amounts used in your reconciliation were prepared in accordance with Article 11 of Regulation S-X. If such information has not been prepared in accordance with Article 11, please revise to disclose the basis for the presentation and revise the description of the measures accordingly. Refer to Question 100.05 of the Non-GAAP Measures Compliance and Disclosure Interpretations as updated December 13, 2022;

  •If the pro forma net (loss)/income amounts are prepared in accordance with Article 11, more clearly label the EBITDA and Adjusted EBITDA amounts presented to indicate that they are pro forma amounts;

  Response:

  On June 8, 2021, we completed the Business Combination, as defined in our Form 10-K for the year ended December 31, 2021. We believe our Adjusted EBITDA, which includes pro forma adjustments calculated in a manner consistent with Article 11 of Regulation S-X (Article 8 for smaller reporting companies), provides investors with meaningful insights into the impact of the Business Combination. We believe that inclusion of pro forma adjustments provides information to investors on a more comparable basis.

  For clarity, in future filings, the Company will enhance its disclosures in the second paragraph under the Supplemental Non-GAAP Information sub-heading as follows (deletions appear as strike through and additions in bold and underline):

  EBITDA and Adjusted EBITDA

  Management defines “EBITDA” as net income or net loss before interest expense, income tax expense or benefit, depreciation and amortization, change in fair value of warrant liabilities, and gain or loss on extinguishment of debt. “Adjusted EBITDA” is defined as net income or net loss before interest expense, income tax expense or benefit, depreciation and amortization, remeasurement of warrant liabilities and contingent earnout liabilities, gain or loss on extinguishment of debt, non-recurring legal, consulting, and professional fees, stock based compensation, de novo costs, discontinued operations, DeSpac transaction and related restructuring costs, acquisition costs and other costs that are considered one-time in nature as determined by management. Additionally, prior to June 8, 2021, the date of the Business Combination, Adjusted EBITDA presented on a pro forma basis gives effect to the acquisitions of IMC and Care Holdings Group, LLC, which owned Care Optimize, as if the Business Combination occurred on January 1, 2021, which does not necessarily reflect what the Company’s Adjusted EBITDA would have been had the Business Combination occurred on the date indicated. Accordingly, historical financial information has been adjusted for pro forma adjustments calculated in a manner consistent with the concepts of Article 8 of Regulation S-X, which are ultimately added back in the calculation of Adjusted EBITDA. We believe that the inclusion

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  of pro forma adjustments for periods prior to June 8, 2021, provide meaningful insights into the impact of the Business Combination.

  Adjusted EBITDA is intended to be used as a supplemental measure of our performance that is neither required by, nor presented in accordance with, GAAP. Management believes that the use of Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing its financial measure with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentations of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Adjusted EBITDA in the same fashion.

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

  In addition, the Company will enhance the footnote to the table that presents a reconciliation of Adjusted EBITDA to net income (loss). Please refer to the reconciliation and related footnotes included in our response to Comment #3.

  •Based on your reconciliation, EBITDA also appears to be a pro forma measure. Please clarify your headnote accordingly;

  Response:

  	As noted in our response to Comment #1, in future filings, beginning with the Form 10-K for the year ended December 31, 2022, the Company intends to simplify the presentation by removing the reference to EBITDA.

  •Separately break out the material components of “GAAP Pro Forma Adjustments” and disclose the nature and corresponding amount of each component;

  Response:

  For clarity, in future filings, the Company will enhance its disclosures to separately break out the material components of “GAAP Pro Forma Adjustments” and disclose the nature and the corresponding amount of each component. As such, beginning with the Form 10-K for the year ended December 31, 2022, the December 31, 2021 break out will be shown as presented in our response to Comment #3.

  •Ensure your adjustments to arrive at EBITDA and Adjusted EBITDA are shown gross with income taxes shown as a separate adjustment and clearly explained. Refer to

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  Question 102.11 of the Non-GAAP Measures Compliance and Disclosure Interpretations as updated December 13, 2022.

  Response:

  We confirm that in line with Question 102.11, adjustments to arrive at Adjusted EBITDA are presented gross, with income taxes shown as a separate adjustment. Please refer to the enhanced disclosure in response to Comment #3 with added clarity with respect to the income tax impact of the adjustments. Additionally, as noted in our response to Comment #1, in future filings, beginning with the Form 10-K for the year ended December 31, 2022, the Company intends to simplify the presentation by removing the reference to EBITDA.

  3.In regards to your adjustments to arrive at Adjusted EBITDA, please address the following:

  •For non-recurring expenses, please separately break out the components included in this line item and corresponding amount;

  Response:

  In response to the Staff’s comment, in future filings, the Company will enhance its reconciliation of Adjusted EBITDA to present the aforementioned break out and to incorporate other changes referenced in our responses to Comment #1 and Comment #2 above, as well as other presentation enhancements identified by the Company. Accordingly, beginning with the Form 10-K for the period ended December 31, 2022, this reconciliation will be presented as follows:

    For the Twelve Months Ended December 31,

    $ in thousands

    2022

    2021

    Y/Y Change

    Net (loss) income

    $

    (6,675

    )

    Interest expense

    4,492

    Depreciation and amortization

    13,216

    Remeasurement of warrant and contingent earnout liabilities

    (26,551

    )

    Loss on extinguishment of debt

    1,630

    DeSpac transaction and related restructuring costs (1)

    16,852

    Acquisition costs (2)

    9,169

    Stock-based compensation

    1,341

    De novo losses (3)

    1,232

    Other expenses (4)

    1,823

    Income tax provision

    159

    Adjusted EBITDA

    16,688

    Pro forma adjustments (5)

    (3,367

    )

    Pro forma Adjusted EBITDA

    $

    13,321

    (1) Represents primarily legal, professional and incremental compensation costs related to the DeSpac transaction that occurred on June 8, 2021.

    (2) Represents transaction costs, as well as integration costs, and other costs to achieve synergies for acquisitions subsequent to June 8, 2021, the date of the Business Combination.

    (3) Represents initial operating losses up to 18 months after center opening. These losses represent our investment into the center, rather than the results of our core operations, and would not have been incurred unless a new center was being opened.

    (4) Primarily represents pre-opening de novo costs.

    (5) Pro forma adjustments are computed in a manner consistent with the concepts of Article 8 of Regulation S-X and give effect to the Business Combinations of IMC and Care Holdings as if they had occurred on January 1, 2021. The composition of the Pro forma adjustments is as follows:

    For the Twelve Months ended December 31,

    2022

    2021

    IMC Adjusted EBITDA prior to Business Combination

    $

    (2,047

    )

    Care Holdings Adjusted EBITDA prior to Business Combination

    (735

    )

    Other pro forma adjustments

    (585

    )

    Total pro forma adjustments

    $

    (3,367

    )

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  •Regarding your adjustment for de novo losses, please tell us what consideration you gave to Question 100.01 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations as updated December 13, 2022, in determining it was appropriate to include this adjustment.

  Response:

  The Company has considered the guidance provided in Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. The Company believes that the de novo losses are not necessarily representative of and are not part of the Company's core operations. The de novo losses represent losses associated with the ramp up of new centers that the Company does not expect to incur after the first 18 months following the center opening. These losses at a center level include costs that are not offset by the recognition of revenue due to lower patient occupancy. The Company believes that these losses are part of its upfront investment in de novo centers.

  In addition, the Company respectfully advises the Staff that the Company believes that the foregoing adjustments are helpful to investors and other readers of the Company's filings, as the adjustments enhance comparability of the Company’s core performance and help present a more accurate view of the Company’s operating results.

  Non-GAAP Operating Metrics, page 45

  4.In the headnote to non-GAAP operating metrics, you state that the chart presented is a pro forma view of your operations. Tell us and disclose if these pro forma metrics were prepared in accordance with Article 11 of Regulation S-X. If such information has not been prepared in accordance with Article 11, please revise to disclose the basis for presentation and revise the description of the measures accordingly. Refer to Question 100.05 of the Non-GAAP Measures Compliance and Disclosure Interpretations as updated December 13, 2022. Ensure that you appropriately label each metric accordingly.

  Response:

  On June 8, 2021, we completed the Business Combination, as defined in our Form 10-K for the year ended December 31, 2021. We believe our Pro Forma Adjusted EBITDA, which includes pro forma adjustments calculated in a manner consistent with Article 11 of Regulation S-X (Article 8 for smaller reporting companies), provides investors with meaningful insights into the impact of the Business Combination. We also believe that this non-GAAP measure provides information to investors on a more comparable basis than would be provided without the incremental results of a full period of operations.

  For clarity, in future filings, the Company will enhance its disclosures in the second paragraph under the Supplemental Non-GAAP Information sub-heading as follows (deletions appear as strike through and additions in bold and underline):

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  In addition to our GAAP financial information, we review a number of operating and financial metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. The chart below is a pro forma view of our operations. This pro forma view was computed in a manner consistent with the concepts of Article 8 of Regulation S-X and assumes the Business Combination occurred on January 1, 2020 and are based upon estimates which we believe are reasonable.

  Operating Metrics and Non-GAAP Platform Contribution

    Pro Forma

    Mar 31, 2020

    Jun 30, 2020

    Sep 30, 2020

    Dec 31, 2020

    Mar 31, 2021

    Jun 30, 2021

    Sep 30, 2021

    Dec 31, 2021

    Centers

    21

    21

    22

    24

    24

    34

    40

    45

    Markets

    1

    1

    1

    1

    1

    2

    3

    4

    Patients (MCREM)

    24,800

    27,500

    29,000

    28,400

    29,200

    35,300

    40,400

    50,100

    At-risk

    84.8

    %

    86.7

    %

    85.6

    %

    87.7

    %

    87.0

    %

    84.1

    %

    87.2

    %

    79.3

    %

    Platform Contribution ($, Millions)

    $

    14.1

    $

    18.1

    $

    15.5

    $

    17.9

    $

    14.7

    $

    8.2

    $

    11.0

    $

    16.0

  5.With regard to your presentation of platform contribution, please provide the disclosures required pursuant to Item 10(e)(1) of Regulation S-K or explain why you do not believe such disclosures are required.

  Response:

  The Company respectfully advises the Staff that in future filings, we will include the disclosures required by Item 10(e)(1) of Regulation S-K. Accordingly, beginning with the Form 10-K for the year ended December 31, 2022, this reconciliation