Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40365 | |
Entity Registrant Name | Privia Health Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-3599420 | |
Entity Address, Address Line One | 950 N. Glebe Rd., | |
Entity Address, Address Line Two | Suite 700 | |
Entity Address, City or Town | Arlington, | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22203 | |
City Area Code | 571 | |
Local Phone Number | 366-8850 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | PRVA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 114,298,546 | |
Entity Central Index Key | 0001759655 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 316,896 | $ 320,577 |
Accounts receivable | 246,348 | 117,402 |
Prepaid expenses and other current assets | 16,402 | 8,697 |
Total current assets | 579,646 | 446,676 |
Non-current assets: | ||
Property and equipment, net | 3,663 | 4,502 |
Right-of-use asset | 8,526 | 9,634 |
Intangible assets, net | 58,229 | 59,738 |
Goodwill | 126,938 | 127,938 |
Deferred tax asset | 26,811 | 33,364 |
Other non-current assets | 3,973 | 4,521 |
Total non-current assets | 228,140 | 239,697 |
Total assets | 807,786 | 686,373 |
Current liabilities: | ||
Accounts payable and accrued expenses | 47,253 | 45,985 |
Provider liability | 254,278 | 140,708 |
Current portion of note payable | 0 | 875 |
Operating lease liabilities, current | 2,998 | 2,893 |
Total current liabilities | 304,529 | 190,461 |
Non-current liabilities: | ||
Note payable, net of current portion | 0 | 31,688 |
Operating lease liabilities, non-current | 9,188 | 11,043 |
Other non-current liabilities | 3,000 | 3,000 |
Total non-current liabilities | 12,188 | 45,731 |
Total liabilities | 316,717 | 236,192 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value, 1,000,000,000 and 1,000,000,000 shares authorized; 113,796,678 and 107,837,741 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 1,139 | 1,078 |
Additional paid-in capital | 703,516 | 633,902 |
Accumulated deficit | (234,469) | (208,108) |
Total Privia Health Group, Inc. stockholders’ equity | 470,186 | 426,872 |
Non-controlling interest | 20,883 | 23,309 |
Total stockholders’ equity | 491,069 | 450,181 |
Total liabilities and stockholders’ equity | $ 807,786 | $ 686,373 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | May 03, 2021 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares issued (in shares) | 113,796,678 | 107,837,741 | |
Common stock, shares outstanding (in shares) | 113,796,678 | 107,837,741 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 342,899 | $ 251,524 | $ 992,236 | $ 690,887 |
Operating expenses: | ||||
Provider expense | 265,174 | 190,055 | 766,672 | 521,105 |
Cost of platform | 43,839 | 35,314 | 127,495 | 131,007 |
Sales and marketing | 5,088 | 4,588 | 14,568 | 18,950 |
General and administrative | 32,219 | 33,910 | 101,436 | 216,563 |
Depreciation and amortization | 1,153 | 466 | 3,436 | 1,351 |
Total operating expenses | 347,473 | 264,333 | 1,013,607 | 888,976 |
Operating loss | (4,574) | (12,809) | (21,371) | (198,089) |
Interest (income) expense, net | (285) | 292 | 610 | 885 |
Loss before (benefit from) provision for income taxes | (4,289) | (13,101) | (21,981) | (198,974) |
(Benefit from) provision for income taxes | (4,845) | (2,210) | 6,931 | (20,214) |
Net income (loss) | 556 | (10,891) | (28,912) | (178,760) |
Less: loss attributable to non-controlling interests | (1,068) | (1,776) | (2,551) | (2,509) |
Net income (loss) attributable to Privia Health Group, Inc. | $ 1,624 | $ (9,115) | $ (26,361) | $ (176,251) |
Net income (loss) per share attributable to Privia Health Group, Inc. stockholders – basic (in dollars per share) | $ 0.01 | $ (0.09) | $ (0.24) | $ (1.74) |
Net income (loss) per share attributable to Privia Health Group, Inc. stockholders – diluted (in dollars per share) | $ 0.01 | $ (0.09) | $ (0.24) | $ (1.74) |
Weighted average common shares outstanding - basic (in shares) | 111,592,834 | 105,896,622 | 109,458,855 | 101,576,775 |
Weighted average common shares outstanding – diluted (in shares) | 124,845,602 | 105,896,622 | 109,458,855 | 101,576,775 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Total Stockholders’ Equity attributable to Privia Health Group, Inc. | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interest |
Beginning balance (in shares) at Dec. 31, 2020 | 95,985,817 | |||||
Beginning balance at Dec. 31, 2020 | $ 143,652 | $ 146,748 | $ 960 | $ 165,666 | $ (19,878) | $ (3,096) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 101 | 101 | 101 | |||
Net income (loss) | 5,616 | 5,398 | 5,398 | 218 | ||
Ending balance (in shares) at Mar. 31, 2021 | 95,985,817 | |||||
Ending balance at Mar. 31, 2021 | 149,369 | 152,247 | $ 960 | 165,767 | (14,480) | (2,878) |
Beginning balance (in shares) at Dec. 31, 2020 | 95,985,817 | |||||
Beginning balance at Dec. 31, 2020 | 143,652 | 146,748 | $ 960 | 165,666 | (19,878) | (3,096) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (178,760) | |||||
Ending balance (in shares) at Sep. 30, 2021 | 106,234,792 | |||||
Ending balance at Sep. 30, 2021 | 404,995 | 410,600 | $ 1,062 | 605,667 | (196,129) | (5,605) |
Beginning balance (in shares) at Mar. 31, 2021 | 95,985,817 | |||||
Beginning balance at Mar. 31, 2021 | 149,369 | 152,247 | $ 960 | 165,767 | (14,480) | (2,878) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon closing of initial public offering (in shares) | 9,725,000 | |||||
Issuance of common stock upon closing of initial public offering | 210,994 | 210,994 | $ 97 | 210,897 | ||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units (in shares) | 29,645 | |||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units | 33 | 33 | $ 0 | 33 | ||
Stock-based compensation expense | 202,560 | 202,560 | 202,560 | |||
Net income (loss) | (173,485) | (172,534) | (172,534) | (951) | ||
Ending balance (in shares) at Jun. 30, 2021 | 105,740,462 | |||||
Ending balance at Jun. 30, 2021 | 389,471 | 393,300 | $ 1,057 | 579,257 | (187,014) | (3,829) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units (in shares) | 494,330 | |||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units | 615 | 615 | $ 5 | 610 | ||
Stock-based compensation expense | 25,800 | 25,800 | 25,800 | |||
Net income (loss) | (10,891) | (9,115) | (9,115) | (1,776) | ||
Ending balance (in shares) at Sep. 30, 2021 | 106,234,792 | |||||
Ending balance at Sep. 30, 2021 | $ 404,995 | 410,600 | $ 1,062 | 605,667 | (196,129) | (5,605) |
Beginning balance (in shares) at Dec. 31, 2021 | 107,837,741 | 107,837,741 | ||||
Beginning balance at Dec. 31, 2021 | $ 450,181 | 426,872 | $ 1,078 | 633,902 | (208,108) | 23,309 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units (in shares) | 435,030 | |||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units | 799 | 799 | $ 5 | 794 | ||
Stock-based compensation expense | 24,881 | 24,881 | 24,881 | |||
Contributed non-controlling interest | 125 | 125 | ||||
Net income (loss) | (18,087) | (17,510) | (17,510) | (577) | ||
Ending balance (in shares) at Mar. 31, 2022 | 108,272,771 | |||||
Ending balance at Mar. 31, 2022 | $ 457,899 | 435,042 | $ 1,083 | 659,577 | (225,618) | 22,857 |
Beginning balance (in shares) at Dec. 31, 2021 | 107,837,741 | 107,837,741 | ||||
Beginning balance at Dec. 31, 2021 | $ 450,181 | 426,872 | $ 1,078 | 633,902 | (208,108) | 23,309 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ (28,912) | |||||
Ending balance (in shares) at Sep. 30, 2022 | 113,796,678 | 113,796,678 | ||||
Ending balance at Sep. 30, 2022 | $ 491,069 | 470,186 | $ 1,139 | 703,516 | (234,469) | 20,883 |
Beginning balance (in shares) at Mar. 31, 2022 | 108,272,771 | |||||
Beginning balance at Mar. 31, 2022 | 457,899 | 435,042 | $ 1,083 | 659,577 | (225,618) | 22,857 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units (in shares) | 1,309,963 | |||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units | 2,118 | 2,118 | $ 13 | 2,105 | ||
Stock-based compensation expense | 18,470 | 18,470 | 18,470 | |||
Net income (loss) | (11,381) | (10,475) | (10,475) | (906) | ||
Ending balance (in shares) at Jun. 30, 2022 | 109,582,734 | |||||
Ending balance at Jun. 30, 2022 | 467,106 | 445,155 | $ 1,096 | 680,152 | (236,093) | 21,951 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units (in shares) | 4,213,944 | |||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units | 8,574 | 8,574 | $ 43 | 8,531 | ||
Stock-based compensation expense | 14,833 | 14,833 | 14,833 | |||
Net income (loss) | $ 556 | 1,624 | 1,624 | (1,068) | ||
Ending balance (in shares) at Sep. 30, 2022 | 113,796,678 | 113,796,678 | ||||
Ending balance at Sep. 30, 2022 | $ 491,069 | $ 470,186 | $ 1,139 | $ 703,516 | $ (234,469) | $ 20,883 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (28,912) | $ (178,760) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 927 | 869 |
Amortization of intangibles | 2,509 | 482 |
Amortization of debt issuance costs | 687 | 120 |
Stock-based compensation | 58,184 | 228,461 |
Deferred tax expense | 6,553 | (20,421) |
Changes in asset and liabilities: | ||
Accounts receivable | (128,946) | 734 |
Prepaid expenses and other current assets | 1,657 | (2,595) |
Other non-current assets and right-of-use asset | (7,705) | (4,286) |
Accounts payable and accrued expenses | 1,268 | (176) |
Provider liability | 113,570 | 38,185 |
Operating lease liabilities | (1,750) | 10,027 |
Other long-term liabilities | 0 | (5,262) |
Net cash provided by operating activities | 18,042 | 67,378 |
Cash from investing activities | ||
Purchases of property and equipment | (89) | (396) |
Net cash used in investing activities | (89) | (396) |
Cash flows from financing activities | ||
Proceeds from initial public offering | 0 | 223,686 |
Payments of underwriting fees, net of discounts and offering costs | 0 | (12,691) |
Repayment of note payable | (33,250) | (656) |
Proceeds from exercised stock options | 11,491 | 648 |
Proceeds from non-controlling interest | 125 | 0 |
Debt issuance costs | 0 | (490) |
Net cash (used in) provided by financing activities | (21,634) | 210,497 |
Net (decrease) increase in cash and cash equivalents | (3,681) | 277,479 |
Cash and cash equivalents at beginning of period | 320,577 | 84,633 |
Cash and cash equivalents at end of period | 316,896 | 362,112 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 680 | 855 |
Income taxes paid | $ 266 | $ 451 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Organization Privia Health Group, Inc. (NASDAQ: PRVA) (“we”, “our” the “Company”), became the sole shareholder of PH Group Holdings Corp. (“PH Holdings”) (formerly Brighton Health Services Holding Corporation) effective August 11, 2016. At the time, the Company was a wholly owned subsidiary of Brighton Health Group Holdings, LLC (“BHG Holdings”) (formerly MC Acquisition Holdings I, LLC, HoldCo). The Company uses the same operational and financial model in each market. As of September 30, 2022, Privia operates in nine markets: 1) the Mid-Atlantic Region (states of Virginia, Maryland and the District of Columbia); 2) the state of Georgia; 3) the Gulf Coast Region (Houston, Texas); 4) North Texas (Dallas/Fort Worth, Texas); 5) West Texas (Abilene, Texas); 6) Central Florida; 7) the state of Tennessee; 8) the state of California and 9) the state of Montana. Medical groups are formed in each market with the primary purpose to operate as a physician group practice with healthcare services being furnished through physician members (“Privia Physicians”) and non-physician clinicians (together, “Privia Providers”) supervised by Privia Physicians. The Company also forms local management companies to provide administrative and management services (“MSOs”) to the medical groups through a Management Services Agreement (“MSA”) in each market. The Company owns 100% of all MSOs, except four where the Company is at least the majority owner. Basis of Presentation The condensed consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its subsidiaries. Amounts shown on the condensed consolidated statements of operations within the operating expense categories of provider expense, cost of platform, selling and marketing, and general and administrative are recorded exclusive of depreciation and amortization. All significant intercompany transactions are eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2022, are not indicative of the results to be expected for the full fiscal year ending December 31, 2022. The condensed balance sheet at December 31, 2021, was derived from audited annual financial statements but does not contain all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of only normal and recurring adjustments) considered necessary for a fair statement have been included. Variable Interest Entities Management evaluates the Company’s ownership, contractual, and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical information, among other factors. If the Company determines that an entity in which it holds a contractual, or ownership, interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. The Company evaluated its relationship with (a) Non-Owned Medical Groups and their Affiliated Practices, (b) Friendly Medical Groups and their Affiliated Practices, and (c) Affiliated Practices associated with Owned Medical Groups to determine if any of these entities should be subject to consolidation. The Company does not have ownership interest in any Affiliated Practices (whether those of Owned Medical Groups, Non-Owned Medical Groups or Friendly Medical Groups); nor does the Company have an ownership in Non-Owned Medical Groups. The PMSA and support services agreement (“SSA”) entered by Non-Owned Medical Groups and Friendly Medical Groups with their Privia Physician members and the Affiliated Practices are not contractual relationships within Privia’s legal structure. The only contractual relationship between Privia and Non-Owned Medical Groups is established through the MSA. For Friendly Medical Groups, in addition to the MSA, the Company has a contractual relationship, evidenced by a restriction agreement (each a “Restriction Agreement”) with its Nominee Physicians and their respective Friendly Medical Groups. Management has determined, based on the provisions of the MSAs between the Company and Non-Owned Medical Groups, and after considering the requirements of Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”), the Company is not required to consolidate the financial position or results of operations of the Affiliated Practices associated with Owned Medical Groups; nor is it required to consolidate the financial position or results of operations of Non-Owned Medical Groups (and, therefore, the Company is not required to consolidate the Affiliated Practices of the Non-Owned Medical Groups). However, management has determined, based on the provisions of the Restriction Agreement on the Nominee Physician (Friendly PC), the governing documents of the Friendly Medical Groups, and after considering the requirements of ASC 810, that the Company should consolidate the financial position or results of operations of the Friendly Medical Groups and the friendly PCs. ASC 810 requires the Company to consolidate the financial position, results of operations and cash flows of a Non-Owned Medical Group affiliated by means of a service agreement if the Non-Owned Medical Group is a VIE and the Company is its primary beneficiary. An Affiliated Practice would be considered a VIE if (a) it is thinly capitalized (i.e., the equity is not sufficient to fund the Non-Owned Medical Group’s activities without additional subordinated financial support) or (b) the equity holders of the Non-Owned Medical Group as a group have one of the following four characteristics: (i) lack the power to direct the activities that most significantly affect the Non-Owned Medical Group’s economic performance, (ii) possess non-substantive voting rights, (iii) lack the obligation to absorb the Non-Owned Medical Group’s expected losses, or (iv) lack the right to receive the Non-Owned Medical Group’s expected residual returns. The characteristics of both (a) and (b) do not exist and as such the Non-Owned Medical Groups do not represent VIEs. Accordingly, the Company has not consolidated the financial position, results of operations or cash flows of the Non-Owned Medical Groups that are affiliated with the Company by means of a service agreement for the three and nine months ended September 30, 2022 and 2021. Each time that it enters into a new service agreement or enters into a material amendment to an existing service agreement, the Company considers whether the terms of that agreement or amendment would change the elements it considers in accordance with the VIE guidance. The same analysis was performed for the Affiliated Practices of Owned Medical Groups, which have contractual relationships with Privia through the SSA, and the Company determined they do not represent VIEs as they do not meet the criteria in ASC 810 for similar reasons outlined above. The Company, however, does meet the criteria for consolidation of the Friendly Medical Groups based on the discussion above. During the fourth quarter of 2021, the Company launched Privia Medical Group – West Texas, PLLC, formerly known as Abilene Diagnostic Clinic (“PMG West Texas”). PMG West Texas is a physician-owned Medical Group, with PMG West Texas Holdings, PLLC (“Friendly WTX PC”), a Texas professional limited liability company entirely owned by a licensed physician with a leadership role in the Company, owning majority membership interests and having governance and control rights via the governing documents of PMG West Texas. The Company has a contractual relationship with Friendly WTX PC through a Restriction Agreement. The VIE analysis was performed, and the Company determined that characteristic (b) exists as a result of meeting (ii) and (iv) and as such, PMG West Texas and Friendly WTX PC do represent VIEs and are consolidated as they do meet the criteria in ASC 810. Similarly, during the fourth quarter of 2021, the Company established a second Friendly Medical Group in the State of Tennessee - Privia Medical Group Tennessee, PLLC (“PMG-TN”). PMG-TN is a physician owned Medical Group, with PMG-TN Physicians, PLLC, a Tennessee professional limited liability company entirely owned by a licensed physician with a leadership role in the Company (“Friendly TN PC”), owning 51% of the membership interests therein and having governance and control rights via the governing documents of PMG-TN. Again, the same analysis was performed, and the Company determined that characteristic (b) exists as a result of meeting (ii) and (iv) and as such, PMG-TN and Friendly TN PC do represent VIEs as they do meet the criteria in ASC 810. The aggregated carrying value of the Company’s VIE’s for both the current assets and liabilities included in the consolidated balance sheets after elimination of intercompany transactions were $1.6 million as of September 30, 2022 and $4.2 million as of December 31, 2021. Emerging Growth Company Status We are an emerging growth company under the Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We elected to avail ourselves of this exemption and, therefore, we are currently not subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Sarbanes-Oxley Act of 2002, Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) hold non-binding advisory votes on executive compensation and obtain shareholder approval of any golden parachute payments not previously approved. Based on the market value of the Company’s common equity held by non-affiliates as of June 30, 2022 (the last business day of the Company’s most recently completed second fiscal quarter), the Company will cease to qualify as an emerging growth company as of the end of the fiscal year ended December 31, 2022. As a result, we will no longer be able to take advantage of these exemptions. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure. On an on-going basis we evaluate significant estimates and assumptions, including, but not limited to, revenue recognition, stock-based compensation, estimated useful lives of assets, intangible assets subject to amortization, and the computation of income taxes. Future events and their effects cannot be predicted with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. Management evaluates and updates assumptions and estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. Operating Segments The Company determined in accordance with ASC 280, Segment Reporting (“ASC 280”) that the Company operates in and reports as a single operating segment, and therefore one reporting segment – Privia Health Group, Inc. Coronavirus Aid, Relief and Economic Stimulus Act (“CARES Act”) The COVID-19 pandemic has an impact and may continue to impact our results of operations, cash flow and financial position. We are closely monitoring the impact of the pandemic on all aspects of our business including impacts to employees, customers, patients, suppliers and vendors. On March 27, 2020, the CARES Act was passed. It is intended to provide economic relief to individuals and businesses affected by the coronavirus pandemic. It also contains provisions related to healthcare providers’ operations and the issues caused by the coronavirus pandemic. Pursuant to the CARES Act the Company elected to defer its portion of Social Security taxes in 2020, which may be repaid over two years as follows: 50% by the end of 2021 and 50% by the end of 2022. During the year ended December 31, 2021, 50% of the Social Security taxes were repaid. Approximately $0.8 million is recorded in accounts payable and accrued expenses on the balance sheet as of September 30, 2022 related to this deferral and the Company intends to remit payment by the end of 2022. Non-Controlling Interest The non-controlling interest represents the equity interest of the non-controlling equity holders in results of operations of Complete MD Solutions, LLC, Privia Management Services Organization, LLC (“PMSO”), Privia Management Company Montana, LLC, BASS Privia Management Company of California, LLC, Privia Management Company West Texas, LLC and our Owned Medical Groups. The condensed consolidated financial statements include all assets, liabilities, revenues, and expenses of less-than-100%-owned affiliates where the Company has a controlling financial interest. The Company has separately reflected net income attributable to the non-controlling interests in net income in the condensed consolidated statements of operations. Significant Accounting Policies The Company described its significant accounting policies in Note 1 of the notes to consolidated financial statements for the year ended December 31, 2021 in the Annual Form 10-K. During the three and nine months ended September 30, 2022, there were no significant changes to those accounting policies and estimates, other than those policies impacted by the Florida and the Mid-Atlantic ACOs entering into Capitated revenue payer arrangements. These agreements cover healthcare services provided to approximately 23,000 Medicare Advantage beneficiaries effective January 1, 2022. The impacts to the financial statements and accounting policies of these new agreements are noted and further discussed below. Provider Liability Provider Liability, previously referred to as “Physician and Practice liability”, represents costs payable to physicians, hospitals and other ancillary providers, including both Privia physicians, their related practices, and providers the Company has contracted with through payer partners. Those costs include amounts that have not yet been paid for physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claims costs for services provided to attributed beneficiaries for which the Company is financially responsible under at-risk capitated revenue arrangements whether paid directly by the Company or indirectly by payers with whom the Company has contracted. Value Based Care (“VBC”) Revenue The Company’s VBC business consists of its clinically integrated network and ACOs which bring together independent physician practices within our medical groups to focus on sharing data, improving care coordination, and collaborating on initiatives to improve outcomes and lower healthcare spending. The Company has contracts with the U.S. federal government and large payer organizations that are multi-year in nature, typically ranging from three Capitated Revenue Capitated revenue consists of capitation fees earned under contracts with various Medicare Advantage payers (“payers”) in at-risk capitation arrangements. The Company is entitled to monthly fees to provide a defined range of healthcare services for Medicare Advantage health plan members (“attributed beneficiaries” or “attributed lives”) attributed to the Company’s contracted physicians (typically primary care). Monthly fees are determined as a percentage of the premium payers receive from the Centers for Medicare & Medicaid Services (“CMS”) for these attributed beneficiaries. In at-risk arrangements, the Company generally accepts financial risk for beneficiaries attributed to its contracted physicians and, therefore, is responsible for the cost of contracted healthcare services required by those beneficiaries in accordance with the terms of each agreement. Fees are recorded gross in revenue because the Company is acting as a principal in coordinating and controlling the range of services provided (other than clinical decisions) under its Capitated revenue contracts with payers. Capitated revenue contracts with payers are generally multi-year arrangements and have a single monthly stand ready performance obligation, as defined by ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), to provide all aspects of necessary medical care to members for the contracted period. The Company recognizes revenue in the month in which the eligible beneficiary is entitled to receive healthcare benefits during the contract term. The transaction price for the Company’s capitation contracts is a fixed percentage of premium per attributed life with periodic adjustment, as the monthly fees to which the Company are entitled are subject to periodic adjustments under CMS’s risk adjustment payment methodology. CMS deploys a risk adjustment model that determines premiums paid to all payers according to each attributed life’s health status and certain demographic factors. Under this risk adjustment methodology, CMS calculates the risk adjusted premium payment using diagnosis data from various settings. The Company and healthcare providers collect and submit diagnosis data to payers (and ultimately to CMS) to be utilized in the determination of risk adjustments and such data is used by the Company to estimate any adjustments to the Capitated revenue earned that may increase or decrease revenue in subsequent periods pursuant to contractual terms. Such adjustments are estimated using the most likely amount methodology and amounts are only included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Capitated revenue fees are also subject to adjustment for incentives or penalties based on the achievement of certain quality metrics defined in the Company’s contracts with payers. The Company recognizes incentive revenue as earned using the most likely amount methodology and only to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Neither the Company nor any of its affiliates are a registered insurance company as state law in the states in which we operate do not require such registration for risk bearing providers. Provider expense Provider expense, previously referred to as “Physician and Practice expense”, are amounts accrued or payments made to physicians, hospitals and other service providers, including Privia physicians, their related physician practices, and providers the Company has contracted with through payer partners. Those costs include physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claims costs for services provided to attributed beneficiaries under at-risk Capitated revenue arrangements for which the Company is financially responsible whether paid directly by the Company or indirectly by payers with whom the Company has contracted. Provider expenses are recognized in the period in which services are provided. Recently Adopted Accounting Pronouncements None. Recently Issued Accounting Pronouncements Pending Adoption |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following table presents our revenues disaggregated by source: For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in Thousands) 2022 2021 2022 2021 FFS-patient care $ 221,911 $ 200,208 $ 637,540 $ 550,607 FFS-administrative services 25,270 16,407 71,911 47,162 Capitated revenue 54,708 — 160,776 — Shared savings 30,243 25,333 90,296 62,045 Care management fees 9,239 9,376 27,519 27,321 Other revenue 1,528 200 4,194 3,752 Total revenue $ 342,899 $ 251,524 $ 992,236 $ 690,887 Fee-for-service (“FFS”) patient care is primarily generated from third-party payers with which the Company has established contractual billing arrangements. The following table presents the approximate percentages by source of net operating revenue received for healthcare services we provided for the periods indicated: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Commercial insurers 70 % 70 % 70 % 69 % Government payers 16 % 17 % 15 % 16 % Patient 14 % 13 % 15 % 15 % 100 % 100 % 100 % 100 % FFS-administrative services revenue is earned through the Company’s MSA with Non-Owned Medical Groups primarily based on a fixed percentage of net collections on patient care generated by those medical groups. VBC revenue is primarily earned through contracts for Capitated revenue, Shared savings and Care management fees. Capitated revenue is generated through what is typically known as an “at-risk contract.” At-risk capitation refers to a model in which the Company receives a fixed monthly payment from the third-party payer in exchange for providing healthcare services to attributed beneficiaries. The Company is responsible for providing or paying for the cost of healthcare services required by those attributed beneficiaries for a set of services. At-risk Capitated revenue is recorded at the total amount gross in revenues because the Company is acting as a principal in arranging for, providing, and controlling the managed healthcare services provided to the attributed lives. Shared savings revenue and Care management fees are generated through contracts with large commercial payer organizations and the U.S. Federal Government. Contract Asset The Company has the following contract assets and unearned revenue: (Dollars in Thousands) September 30, 2022 December 31, 2021 Balances for contracts with customers Accounts receivable $ 246,348 $ 117,402 Unearned revenue $ 367 $ 404 Remaining Performance Obligations |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net For the purposes of the goodwill impairment assessment, the Company as a whole is considered to be a reporting unit. The Company recognizes the excess of the purchase price, plus the fair value of any non-controlling interests in the acquiree, over the fair value of identifiable net assets acquired as goodwill. The Company performs a qualitative assessment on goodwill at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. If it is determined in the qualitative assessment that the fair value of a reporting unit is more likely than not below its carrying amount, then the Company will perform a quantitative impairment test. The quantitative goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. Any excess in the carrying value of a reporting unit’s goodwill over its fair value is recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit. The Company’s carrying value of goodwill at September 30, 2022 and December 31, 2021 is approximately $126.9 million and $127.9 million, respectively. The most recently completed annual impairment test of goodwill was performed as of October 1, 2021 and it was determined that no impairment existed. No indicators of impairment were identified during the nine months ended September 30, 2022 and 2021. On October 13, 2021,the Company entered the California market through an affiliation with BASS Medical Group, one of the Greater San Francisco Bay Area’s leading healthcare multi-specialty groups with more than 400 providers spanning 42 specialties caring for patients at over 125 locations. Privia acquired a majority interest in BASS Management Services Organization, LLC, now BASS Privia Management Company of California, LLC (“BPMC”), which is the exclusive provider of management services to BASS Medical Group. BPMC provides management and other administrative services, as well as various other services to medical practices and others. The Company acquired a 51% interest in BPMC. A summary of the Company’s intangible assets is as follows: September 30, 2022 December 31, 2021 (Dollars in thousands) Intangible Accumulated Intangible Accumulated Trade names $ 4,600 $ 1,859 $ 4,600 $ 1,689 Consumer customer relationships 2,500 2,021 2,500 1,835 PMG customer relationships 600 202 600 184 Management Service Agreement (Complete MD) 2,200 963 2,200 860 Physician network 1,520 101 1,520 26 Payer contracts 2,750 131 2,750 33 MSO Service Agreement (BPMC) 51,800 2,464 50,800 605 65,970 $ 7,741 64,970 $ 5,232 Less accumulated amortization (7,741) (5,232) Intangible assets, net $ 58,229 $ 59,738 The remaining weighted average life of all amortizable intangible assets is approximately 18.3 years at September 30, 2022. Amortization expense for intangible assets was approximately $0.8 million and $0.2 million for the three months ended September 30, 2022 and 2021, respectively, and $2.5 million and $0.5 million for the nine months ended September 30, 2022 and 2021, respectively. Estimated amortization expense for the Company’s intangible assets for the following five years is as follows: (Dollars in Thousands) Remainder of 2022 $ 835 2023 3,341 2024 3,258 2025 3,091 2026 3,091 Thereafter 44,613 Total $ 58,229 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases office space under various operating lease agreements. The initial terms of these leases range from 2 to 9 years and generally provide for periodic rent increases and renewal options. The components of lease expense were as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in Thousands) 2022 2021 2022 2021 Operating lease cost $ 683 $ 475 $ 2,013 $ 1,406 Cash paid for amounts included in the measurement of lease liabilities - operating leases $ 2,198 $ 1,629 Weighted-average remaining lease term - operating leases 4.6 Years 4.8 Years Weighted-average discount rate - operating leases 3.0 % 3.5 % The aggregate future lease payments for operating leases in the years subsequent to September 30, 2022 are as follows: (Dollars in Thousands) Remainder of 2022 $ 561 2023 3,013 2024 3,047 2025 3,010 2026 2,173 Thereafter 1,227 Total future lease payments 13,031 Imputed interest (845) Total $ 12,186 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net A summary of the Company’s property and equipment, net is as follows: (Dollars in Thousands) September 30, 2022 December 31, 2021 Furniture and fixtures $ 1,402 $ 1,110 Computer equipment 1,641 1,864 Leasehold improvements 4,855 4,827 7,898 7,801 Less accumulated depreciation and amortization (4,235) (3,299) Property and equipment, net $ 3,663 $ 4,502 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: (Dollars in Thousands) September 30, 2022 December 31, 2021 Accounts payable $ 5,208 $ 2,973 Accrued employee compensation and benefits 7,342 7,491 Bonuses payable 10,209 12,292 Other accrued expenses 24,494 23,229 Total accounts payable and accrued expenses $ 47,253 $ 45,985 |
Provider Liability
Provider Liability | 9 Months Ended |
Sep. 30, 2022 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract] | |
Provider Liability | Provider Liability Provider liability, previously referred to as “Physician and Practice liability”, represents costs payable to physicians, hospitals and other ancillary providers, including both Privia physicians, their related physician practices, and providers the Company has contracted with through payer partners. Those costs include amounts that have not yet been paid for physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claims costs for services provided to attributed beneficiaries for which the Company is financially responsible under at-risk Capitated revenue arrangements whether paid directly by the Company or indirectly by payers with whom the Company has contracted. Provider expenses are recognized in the period in which services are provided and include estimates of claims that have been incurred but have either not yet been received, processed, or paid and as such, not reported. Provider liability estimates are developed using actuarial methods commonly used by health insurance actuaries that include a number of factors and assumptions including medical service utilization trends, changes in membership, observed medical cost trends, historical claim payment patterns and other factors. Each period, the Company re-examines previously established provider liability estimates based on actual claim submissions and other changes in facts and circumstances. As more complete claims information becomes available, the Company adjusts its estimates and recognizes those changes in estimates in the period in which the change is identified. The difference between the estimated liability and the actual settlements of claims is recognized in the period in which the claims are settled. The Company’s physician and practice liability balance represents management’s best estimate of its liability for unpaid Provider expenses as of September 30, 2022. The Company uses judgment to determine the appropriate assumptions for developing the required estimates. The Company’s liabilities for unpaid medical claims under at-risk capitation arrangements, which are included in Provider liability in the Company’s condensed consolidated balance sheets, were as follows: (Dollars in Thousands) Balance at December 31, 2021 $ — Incurred health care costs: Current year 160,607 Prior years — Total claim incurred 160,607 Claims paid: Current year (124,385) Prior year — Total claims paid (124,385) Adjustments to other claims-related liabilities — Balance at September 30, 2022 $ 36,222 |
Note Payable
Note Payable | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Note Payable | Note Payable The Company’s Credit Facilities consists of the following: (Dollars in Thousands) September 30, 2022 December 31, 2021 Note payable $ — $ 33,250 Less debt issuance costs — (687) Less current portion — (875) Note payable, net $ — $ 31,688 On November 15, 2019, the Company entered into a Credit Agreement (the “Original Credit Agreement”) by and among Privia Health, LLC, as the borrower, PH Group Holdings Corp., as a guarantor, certain subsidiaries of Privia Health, LLC, as guarantors, Silicon Valley Bank, as administrative agent and collateral agent (the “Administrative Agent”), and the several lenders from time to time party thereto. The Original Credit Agreement provided for up to $35.0 million in term loans (the “Term Loan Facility”) that mature on November 15, 2024 with interest payable monthly at the lesser of LIBOR plus 2.0% or Alternate Base Rate (“ABR”) plus 1.0% payable monthly (3.0% at September 30, 2022), plus up to an additional $10.0 million of financing (which was increased to $15.0 million in connection with the first amendment) in the form of a revolving loan (the “Revolving Loan Facility” and together with the Term Loan Facility, the “Credit Facilities”). The Revolving Loan Facility also includes a letter of credit sub-facility in the aggregate availability amount of $2.0 million and a swingline sub-facility in the aggregate availability amount of $2.0 million. The Company borrowed $35.0 million in term loans on November 15, 2019. On August 27, 2021, the Company and certain of its subsidiaries entered into an assumption agreement and third amendment (the “Third Amendment”) to the Original Credit Agreement (as amended by the Third Amendment, the “Credit Agreement”). Pursuant to the Third Amendment, the Company became the parent guarantor under the Credit Agreement and granted the Administrative Agent a first-priority security interest on substantially all of its real and personal property, subject to permitted liens. The Third Amendment increased the size of the Revolving Loan Facility to $65.0 million, increased the letter of credit sub-facility to $5.0 million and extended the maturity date of the Credit Agreement to August 27, 2026. As amended, borrowings under the Credit Agreement bear interest at a rate equal to (i) in the case of eurodollar loans, LIBOR plus an applicable margin, subject to a 0.5% floor, and (ii) in the case of ABR loans, an ABR rate plus an applicable margin, subject to a floor of 1.5%. In addition, the Amendment, among other things, (i) changed the Term Loan Facility amortization schedule to 0.625% of the original principal amount of term loans for the fiscal quarters ending September 30, 2021 through and including June 30, 2024 and 1.25% of the original principal amount of term loans for the fiscal quarters ending thereafter and (ii) added a 1.0% prepayment premium for any term loans prepaid within six months of the effective date of the Third Amendment. The Third Amendment converted the financial covenants in the Original Credit Agreement to “springing” financial covenants, so that at any time the Company’s cash is less than 125% of the outstanding borrowings under the Credit Facilities, or at least $15.0 million of borrowings are outstanding under the Revolving Loan, the Company will be required to maintain (i) a consolidated fixed charge coverage ratio of not less than 1.25 to 1.0, and (ii) a consolidated leverage ratio of no more than 3.0 to 1.0. On June 24, 2022, the Company voluntarily prepaid the outstanding indebtedness under the Term Loan Facility. The Company’s prepayment to the lenders was approximately $33.1 million, including accrued interest. The Company did not incur any prepayment penalties in connection with the repayment of the term loan, which had a scheduled maturity of August 27, 2026. The prepayment was made with cash on hand. Pursuant to this repayment, the Company accelerated recognition of $0.6 million of expense related to the remaining unamortized debt issuance costs. Including this accelerated expense, amortization expense of approximately $0.7 million and $0.1 million was recorded for the nine months ended September 30, 2022 and 2021, respectively. The Revolving Loan Facility remains in place and available to the Company. As of September 30, 2022 and December 31, 2021 there were no amounts outstanding under the Revolving Loan Facility. Interest expense relating to the Credit Facilities, inclusive of amortization of deferred financing costs, was de minimis for the three months ended September 30, 2022 and $0.3 million for the same period in 2021 and $0.6 million and $0.9 million for the nine months ended September 30, 2022 and 2021, respectively. Substantially all of the Company’s real and personal property serve as collateral under the above debt arrangements. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded a (benefit from) provision for income tax of $(4.8) million and $(2.2) million for the three months ended September 30, 2022 and 2021, respectively, and $6.9 million and $(20.2) million for the nine months ended September 30, 2022 and 2021, respectively. This represents an annual effective tax rate of (74.6)% and 9.7% as of September 30, 2022 and 2021, respectively. The effective tax rate for the three and nine month periods ended September 30, 2022 were impacted by the non-deductible stock-based compensation expense related to the Company’s IPO and its effect on the pre-tax loss. The effective tax rate for the three and nine month periods ended September 30, 2021 was lower than the statutory rate due to the effect on the pre-tax loss of the non-deductible stock-based compensation expense related to the Company’s IPO. Management considers both positive and negative evidence when evaluating the recoverability of our DTAs. The assessment is required to determine whether, based on all available evidence, it is more likely than not (i.e., greater than a 50% probability) that all or som e portion of the DTAs will be realized in the future. As of September 30, 2022 and 2021, the weight of all available positive evidence was greater than the weight of all negative evidence, so a valuation allowance against the deferred tax asset was not recorded. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Elevance Health Inc.f.k.a. Anthem, Inc. (“Elevance Health”) Private Placement On May 3, 2021, concurrent with the closing of its IPO, the Company issued and sold, 4,000,000 shares of common stock, par value $0.01 per share, of the Company for an aggregate purchase price of $92 million (the “Private Placement”), or $23.00 per share, in a private placement to an affiliate of Elevance Health. As of May 3, 2021, Elevance Health held approximately 3.9% of the issued and outstanding common stock of the Company. The securities issued to the Investor in the Private Placement were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. Stock option plan The PH Group Holdings Corp. Stock Option Plan (the “PH Group Option Plan”) was created on January 17, 2014. The employees of the Company and its subsidiaries, consultants of the Company and the employees of Brighton Health Plan Services Holdings Corp. (BHPS) (a wholly-owned subsidiary of BHG Holdings) and its subsidiaries who have performed services for the Company were the participants of the PH Group Option Plan. The aggregate number of shares of common stock for which options may be granted under the PH Group Option Plan shall not exceed 4,229,850 shares. Effective August 11, 2016, the PH Group Option Plan was transferred to its parent and became the PH Group Parent Corp. Stock Option Plan (the “PH Parent Option Plan”). All other terms in the PH Group Option Plan remained unchanged in the PH Parent Option Plan at the effective date of the transfer. Effective August 28, 2018, the PH Parent Option Plan was amended and restated to increase the aggregate number of shares of common stock for which options may be granted from 4,229,850 shares to 18,985,846 shares. On April 1, 2021, contingent on the consummation of the IPO, the Board of Directors approved a modification to the PH Group Parent Corp. Stock Option Plan of the vesting conditions of certain outstanding stock option grants to certain employees and consultants. The modification accelerated by one year any time vested options that were not previously 100% vested and modified the vesting condition of the performance based options to vest 60% at IPO, 20% 12 months after IPO and 20% 18 months after the IPO. The modification also accelerated the CEO’s time based options by an additional four months such that 100% of his time based options are vested. We recognized stock-based compensation of $195.1 million in the second quarter of 2021 related to these modifications and recognized an additional $89.9 million of additional stock compensation expense over the eighteen months following the completion of the IPO. 2021 Omnibus Incentive Plan On April 6, 2021, the Company approved the Privia Health Group, Inc. 2021 Omnibus Incentive Plan (the “Plan”) which permits awards up to 10,278,581 shares of the Company’s common stock. The Plan also allows for an automatic increase on the first day of each fiscal year following the effective date of the Plan by an amount equal to the lesser of (i) 5% of outstanding shares on December 31 of the immediately preceding fiscal year or (ii) such number of shares as determined by the Company’s Compensation Committee in its discretion. The Plan provides for the granting of stock options at a price equal to at least 100% of the fair market value of the Company’s common stock as of the date of grant. The Plan also provides for the granting of Stock Appreciation Rights, Restricted Stock, Restricted Stock Units (“RSUs”), Performance Awards and other cash-based or other stock-based awards, all which must be granted at not less than the fair market value of the Company’s common stock as of the date of grant. Participants in the Plan may include employees, consultants, other service providers and non-employee directors. On the effective date of the IPO, the Company issued 1,183,871 restricted stock units at the offering price and 3,683,217 options, with an exercise price equal to the offering price. These issuances are expected to generate stock-based compensation expense of $62.3 million to be recognized over the next four years starting on the effective date of the IPO as both the restricted stock units and stock options vest. The 2021 Plan is intended as the successor to and continuation of the PH Parent Option Plan. No additional stock awards will be granted under the PH Parent Option Plan. 2021 Employee Stock Purchase Plan In April 2021, the Company’s Board of Directors approved the Company’s 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP became effective upon the execution of the underwriting agreement for the Company’s IPO in April 2021. Per the Plan, shares may be newly issued shares, treasury shares or shares acquired on the open market. The Compensation Committee may elect to increase the total number of Shares available for purchase under the Plan as of the first day of each Company fiscal year following the Effective Date in an amount equal to up to one percent (1%) of the shares issued and outstanding on the immediately preceding December 31; provided that the maximum number of shares that may be issued under the Plan in any event shall be 10,278,581 shares. As of September 30, 2022, the Company has reserved 1,027,858 shares of common stock for issuance under the 2021 ESPP. Stock option activity The following table summarizes stock option activity under the PH Parent Option Plan and 2021 Plan: Number of Shares Weighted- Weighted- Aggregate Intrinsic Balance at December 31, 2021 19,916,202 $ 5.90 9.36 $ 398,117 Granted 93,793 26.35 Exercised (5,855,236) 2.01 Forfeited (151,392) 19.99 Balance at September 30, 2022 14,003,367 $ 7.51 9.15 $ 371,851 Exercisable September 30, 2022 7,623,620 $ 2.07 9.39 $ 243,946 RSU Activity The following table summarizes the RSU activity under the 2021 Plan: Number of Shares Grant Date Fair Value Unvested and outstanding at December 31, 2021 984,901 $ 23.23 Granted 1,136,607 24.43 Vested (110,082) 24.09 Forfeited (72,674) 24.26 Unvested and outstanding at September 30, 2022 1,938,752 $ 23.85 Stock-based compensation expense Total stock-based compensation expense for the three months ended September 30, 2022 and 2021, was approximately $14.8 million and $25.8 million, respectively, and $58.2 million and $228.5 million for the nine months ended September 30, 2022 and 2021, respectively. At September 30, 2022, there was approximately $63.7 million of unrecognized stock-based compensation expense related to unvested options and RSUs, net of forfeitures, that is expected to be recognized over a weighted-average period of 1.3 years. Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in Thousands) 2022 2021 2022 2021 Cost of platform $ 3,095 $ 4,947 $ 11,382 $ 40,987 Sales and marketing 672 1,028 2,202 8,723 General and administrative 11,066 19,825 44,600 178,751 Total stock-based compensation $ 14,833 $ 25,800 $ 58,184 $ 228,461 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies There are no material commitments and contingencies as of September 30, 2022. |
Concentrations of Credit Risk
Concentrations of Credit Risk | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk | Concentrations of Credit Risk Our financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. While our cash and cash equivalents are managed by reputable financial institutions, the Company’s cash balances with the individual institutions may at times exceed the federally insured limits. At September 30, 2022, substantially all of the Company’s cash and cash equivalents were held at two financial institutions. The Company believes these financial institutions are financially sound and that minimal credit risk exists. The Company receives payment for medical services provided to patients by its physicians through contracts with payers. Six payers within the network accounted for approximately 75% and 76% of such payments for the three month periods ended September 30, 2022 and 2021, respectively, and 74% for both the nine month periods ended September 30, 2022 and 2021, respectively. The Company evaluates accounts receivable to determine if they will ultimately be collected. In performing this evaluation, significant judgments and estimates are involved, such as past experience, credit quality, age of the receivable balance and current economic conditions that may affect ability to pay. As of September 30, 2022 and December 31, 2021, the Company had six payers within the network that made up approximately 71% and 68% of accounts receivable, respectively. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Income (Loss) Per Share A reconciliation of net loss available to common shareholders and the number of shares in the calculation of basic and diluted earnings loss per share was calculated as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, (in thousands, except for share and per share amounts) 2022 2021 2022 2021 Net income (loss) attributable to Privia Health Group, Inc. common stockholders $ 1,624 $ (9,115) $ (26,361) $ (176,251) Weighted average common shares outstanding - basic 111,592,834 105,896,622 109,458,855 101,576,775 Weighted average common share outstanding - diluted 124,845,602 105,896,622 109,458,855 101,576,775 Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic and diluted $ 0.01 $ (0.09) $ (0.24) $ (1.74) The treasury stock method is used to consider the effect of the potentially dilutive stock options. The following outstanding shares of potentially dilutive securities were excluded from computation of diluted loss per share attributable to common stockholders for the period presented because including them would have been antidilutive: Nine Months Ended September 30, 2022 2021 Potentially dilutive stock options to purchase common stock and RSUs 15,942,119 22,520,458 Total potentially dilutive shares 15,942,119 22,520,458 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On November 3, 2022, the Company announced a joint venture and strategic partnership with Novant Health Enterprises, a division of Novant Health, to launch Privia Medical Group – North Carolina for independent providers throughout North Carolina. This partnership is expected to provide resources for community physicians and provider groups throughout the state, and support their transition to value-based care through a clinically integrated network model. David P. King, a member of our board of directors, is a member of the board of trustees of Novant Health. On October 11, 2022, the Company received $62.8 million from the Centers for Medicare and Medicaid Services as payment for the Company’s portion of MSSP shared savings generated in the 2021 performance year. Of this amount, approximately $37.7 million will be disbursed to providers for their participation in MSSP. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its subsidiaries. Amounts shown on the condensed consolidated statements of operations within the operating expense categories of provider expense, cost of platform, selling and marketing, and general and administrative are recorded exclusive of depreciation and amortization. |
Consolidation | All significant intercompany transactions are eliminated in consolidation. |
Variable Interest Entities | Variable Interest Entities Management evaluates the Company’s ownership, contractual, and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical information, among other factors. If the Company determines that an entity in which it holds a contractual, or ownership, interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. The Company evaluated its relationship with (a) Non-Owned Medical Groups and their Affiliated Practices, (b) Friendly Medical Groups and their Affiliated Practices, and (c) Affiliated Practices associated with Owned Medical Groups to determine if any of these entities should be subject to consolidation. The Company does not have ownership interest in any Affiliated Practices (whether those of Owned Medical Groups, Non-Owned Medical Groups or Friendly Medical Groups); nor does the Company have an ownership in Non-Owned Medical Groups. The PMSA and support services agreement (“SSA”) entered by Non-Owned Medical Groups and Friendly Medical Groups with their Privia Physician members and the Affiliated Practices are not contractual relationships within Privia’s legal structure. The only contractual relationship between Privia and Non-Owned Medical Groups is established through the MSA. For Friendly Medical Groups, in addition to the MSA, the Company has a contractual relationship, evidenced by a restriction agreement (each a “Restriction Agreement”) with its Nominee Physicians and their respective Friendly Medical Groups. Management has determined, based on the provisions of the MSAs between the Company and Non-Owned Medical Groups, and after considering the requirements of Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”), the Company is not required to consolidate the financial position or results of operations of the Affiliated Practices associated with Owned Medical Groups; nor is it required to consolidate the financial position or results of operations of Non-Owned Medical Groups (and, therefore, the Company is not required to consolidate the Affiliated Practices of the Non-Owned Medical Groups). However, management has determined, based on the provisions of the Restriction Agreement on the Nominee Physician (Friendly PC), the governing documents of the Friendly Medical Groups, and after considering the requirements of ASC 810, that the Company should consolidate the financial position or results of operations of the Friendly Medical Groups and the friendly PCs. ASC 810 requires the Company to consolidate the financial position, results of operations and cash flows of a Non-Owned Medical Group affiliated by means of a service agreement if the Non-Owned Medical Group is a VIE and the Company is its primary beneficiary. An Affiliated Practice would be considered a VIE if (a) it is thinly capitalized (i.e., the equity is not sufficient to fund the Non-Owned Medical Group’s activities without additional subordinated financial support) or (b) the equity holders of the Non-Owned Medical Group as a group have one of the following four characteristics: (i) lack the power to direct the activities that most significantly affect the Non-Owned Medical Group’s economic performance, (ii) possess non-substantive voting rights, (iii) lack the obligation to absorb the Non-Owned Medical Group’s expected losses, or (iv) lack the right to receive the Non-Owned Medical Group’s expected residual returns. The characteristics of both (a) and (b) do not exist and as such the Non-Owned Medical Groups do not represent VIEs. Accordingly, the Company has not consolidated the financial position, results of operations or cash flows of the Non-Owned Medical Groups that are affiliated with the Company by means of a service agreement for the three and nine months ended September 30, 2022 and 2021. Each time that it enters into a new service agreement or enters into a material amendment to an existing service agreement, the Company considers whether the terms of that agreement or amendment would change the elements it considers in accordance with the VIE guidance. The same analysis was performed for the Affiliated Practices of Owned Medical Groups, which have contractual relationships with Privia through the SSA, and the Company determined they do not represent VIEs as they do not meet the criteria in ASC 810 for similar reasons outlined above. The Company, however, does meet the criteria for consolidation of the Friendly Medical Groups based on the discussion above. During the fourth quarter of 2021, the Company launched Privia Medical Group – West Texas, PLLC, formerly known as Abilene Diagnostic Clinic (“PMG West Texas”). PMG West Texas is a physician-owned Medical Group, with PMG West Texas Holdings, PLLC (“Friendly WTX PC”), a Texas professional limited liability company entirely owned by a licensed physician with a leadership role in the Company, owning majority membership interests and having governance and control rights via the governing documents of PMG West Texas. The Company has a contractual relationship with Friendly WTX PC through a Restriction Agreement. The VIE analysis was performed, and the Company determined that characteristic (b) exists as a result of meeting (ii) and (iv) and as such, PMG West Texas and Friendly WTX PC do represent VIEs and are consolidated as they do meet the criteria in ASC 810. |
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 reported amounts of assets, liabilities, revenue, expenses, and related disclosure. On an on-going basis we evaluate significant estimates and assumptions, including, but not limited to, revenue recognition, stock-based compensation, estimated useful lives of assets, intangible assets subject to amortization, and the computation of income taxes. Future events and their effects cannot be predicted with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. Management evaluates and updates assumptions and estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. |
Operating Segments | Operating Segments The Company determined in accordance with ASC 280, Segment Reporting |
Non-Controlling Interest | Non-Controlling Interest The non-controlling interest represents the equity interest of the non-controlling equity holders in results of operations of Complete MD Solutions, LLC, Privia Management Services Organization, LLC (“PMSO”), Privia Management Company Montana, LLC, BASS Privia Management Company of California, LLC, Privia Management Company West Texas, LLC and our Owned Medical Groups. The condensed consolidated financial statements include all assets, liabilities, revenues, and expenses of less-than-100%-owned affiliates where the Company has a controlling financial interest. The Company has separately reflected net income attributable to the non-controlling interests in net income in the condensed consolidated statements of operations. |
Provider Liability | Provider LiabilityProvider Liability, previously referred to as “Physician and Practice liability”, represents costs payable to physicians, hospitals and other ancillary providers, including both Privia physicians, their related practices, and providers the Company has contracted with through payer partners. Those costs include amounts that have not yet been paid for physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claims costs for services provided to attributed beneficiaries for which the Company is financially responsible under at-risk capitated revenue arrangements whether paid directly by the Company or indirectly by payers with whom the Company has contracted. |
Value Based Care (“VBC”) Revenue | Value Based Care (“VBC”) Revenue The Company’s VBC business consists of its clinically integrated network and ACOs which bring together independent physician practices within our medical groups to focus on sharing data, improving care coordination, and collaborating on initiatives to improve outcomes and lower healthcare spending. The Company has contracts with the U.S. federal government and large payer organizations that are multi-year in nature, typically ranging from three Capitated Revenue Capitated revenue consists of capitation fees earned under contracts with various Medicare Advantage payers (“payers”) in at-risk capitation arrangements. The Company is entitled to monthly fees to provide a defined range of healthcare services for Medicare Advantage health plan members (“attributed beneficiaries” or “attributed lives”) attributed to the Company’s contracted physicians (typically primary care). Monthly fees are determined as a percentage of the premium payers receive from the Centers for Medicare & Medicaid Services (“CMS”) for these attributed beneficiaries. In at-risk arrangements, the Company generally accepts financial risk for beneficiaries attributed to its contracted physicians and, therefore, is responsible for the cost of contracted healthcare services required by those beneficiaries in accordance with the terms of each agreement. Fees are recorded gross in revenue because the Company is acting as a principal in coordinating and controlling the range of services provided (other than clinical decisions) under its Capitated revenue contracts with payers. Capitated revenue contracts with payers are generally multi-year arrangements and have a single monthly stand ready performance obligation, as defined by ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), to provide all aspects of necessary medical care to members for the contracted period. The Company recognizes revenue in the month in which the eligible beneficiary is entitled to receive healthcare benefits during the contract term. The transaction price for the Company’s capitation contracts is a fixed percentage of premium per attributed life with periodic adjustment, as the monthly fees to which the Company are entitled are subject to periodic adjustments under CMS’s risk adjustment payment methodology. CMS deploys a risk adjustment model that determines premiums paid to all payers according to each attributed life’s health status and certain demographic factors. Under this risk adjustment methodology, CMS calculates the risk adjusted premium payment using diagnosis data from various settings. The Company and healthcare providers collect and submit diagnosis data to payers (and ultimately to CMS) to be utilized in the determination of risk adjustments and such data is used by the Company to estimate any adjustments to the Capitated revenue earned that may increase or decrease revenue in subsequent periods pursuant to contractual terms. Such adjustments are estimated using the most likely amount methodology and amounts are only included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Capitated revenue fees are also subject to adjustment for incentives or penalties based on the achievement of certain quality metrics defined in the Company’s contracts with payers. The Company recognizes incentive revenue as earned using the most likely amount methodology and only to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Neither the Company nor any of its affiliates are a registered insurance company as state law in the states in which we operate do not require such registration for risk bearing providers. Provider expense Provider expense, previously referred to as “Physician and Practice expense”, are amounts accrued or payments made to physicians, hospitals and other service providers, including Privia physicians, their related physician practices, and providers the Company has contracted with through payer partners. Those costs include physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claims costs for services provided to attributed beneficiaries under at-risk Capitated revenue arrangements for which the Company is financially responsible whether paid directly by the Company or indirectly by payers with whom the Company has contracted. Provider expenses are recognized in the period in which services are provided. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Pending Adoption | Recently Adopted Accounting Pronouncements None. Recently Issued Accounting Pronouncements Pending Adoption |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents our revenues disaggregated by source: For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in Thousands) 2022 2021 2022 2021 FFS-patient care $ 221,911 $ 200,208 $ 637,540 $ 550,607 FFS-administrative services 25,270 16,407 71,911 47,162 Capitated revenue 54,708 — 160,776 — Shared savings 30,243 25,333 90,296 62,045 Care management fees 9,239 9,376 27,519 27,321 Other revenue 1,528 200 4,194 3,752 Total revenue $ 342,899 $ 251,524 $ 992,236 $ 690,887 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Commercial insurers 70 % 70 % 70 % 69 % Government payers 16 % 17 % 15 % 16 % Patient 14 % 13 % 15 % 15 % 100 % 100 % 100 % 100 % |
Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable | The Company has the following contract assets and unearned revenue: (Dollars in Thousands) September 30, 2022 December 31, 2021 Balances for contracts with customers Accounts receivable $ 246,348 $ 117,402 Unearned revenue $ 367 $ 404 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | A summary of the Company’s intangible assets is as follows: September 30, 2022 December 31, 2021 (Dollars in thousands) Intangible Accumulated Intangible Accumulated Trade names $ 4,600 $ 1,859 $ 4,600 $ 1,689 Consumer customer relationships 2,500 2,021 2,500 1,835 PMG customer relationships 600 202 600 184 Management Service Agreement (Complete MD) 2,200 963 2,200 860 Physician network 1,520 101 1,520 26 Payer contracts 2,750 131 2,750 33 MSO Service Agreement (BPMC) 51,800 2,464 50,800 605 65,970 $ 7,741 64,970 $ 5,232 Less accumulated amortization (7,741) (5,232) Intangible assets, net $ 58,229 $ 59,738 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense for the Company’s intangible assets for the following five years is as follows: (Dollars in Thousands) Remainder of 2022 $ 835 2023 3,341 2024 3,258 2025 3,091 2026 3,091 Thereafter 44,613 Total $ 58,229 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in Thousands) 2022 2021 2022 2021 Operating lease cost $ 683 $ 475 $ 2,013 $ 1,406 Cash paid for amounts included in the measurement of lease liabilities - operating leases $ 2,198 $ 1,629 Weighted-average remaining lease term - operating leases 4.6 Years 4.8 Years Weighted-average discount rate - operating leases 3.0 % 3.5 % |
Schedule of Operating Lease Future Payments | The aggregate future lease payments for operating leases in the years subsequent to September 30, 2022 are as follows: (Dollars in Thousands) Remainder of 2022 $ 561 2023 3,013 2024 3,047 2025 3,010 2026 2,173 Thereafter 1,227 Total future lease payments 13,031 Imputed interest (845) Total $ 12,186 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | A summary of the Company’s property and equipment, net is as follows: (Dollars in Thousands) September 30, 2022 December 31, 2021 Furniture and fixtures $ 1,402 $ 1,110 Computer equipment 1,641 1,864 Leasehold improvements 4,855 4,827 7,898 7,801 Less accumulated depreciation and amortization (4,235) (3,299) Property and equipment, net $ 3,663 $ 4,502 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accounts payable and accrued expenses consisted of the following: (Dollars in Thousands) September 30, 2022 December 31, 2021 Accounts payable $ 5,208 $ 2,973 Accrued employee compensation and benefits 7,342 7,491 Bonuses payable 10,209 12,292 Other accrued expenses 24,494 23,229 Total accounts payable and accrued expenses $ 47,253 $ 45,985 |
Provider Liability (Tables)
Provider Liability (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract] | |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense | The Company’s liabilities for unpaid medical claims under at-risk capitation arrangements, which are included in Provider liability in the Company’s condensed consolidated balance sheets, were as follows: (Dollars in Thousands) Balance at December 31, 2021 $ — Incurred health care costs: Current year 160,607 Prior years — Total claim incurred 160,607 Claims paid: Current year (124,385) Prior year — Total claims paid (124,385) Adjustments to other claims-related liabilities — Balance at September 30, 2022 $ 36,222 |
Note Payable (Tables)
Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s Credit Facilities consists of the following: (Dollars in Thousands) September 30, 2022 December 31, 2021 Note payable $ — $ 33,250 Less debt issuance costs — (687) Less current portion — (875) Note payable, net $ — $ 31,688 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Stock Option, Activity | The following table summarizes stock option activity under the PH Parent Option Plan and 2021 Plan: Number of Shares Weighted- Weighted- Aggregate Intrinsic Balance at December 31, 2021 19,916,202 $ 5.90 9.36 $ 398,117 Granted 93,793 26.35 Exercised (5,855,236) 2.01 Forfeited (151,392) 19.99 Balance at September 30, 2022 14,003,367 $ 7.51 9.15 $ 371,851 Exercisable September 30, 2022 7,623,620 $ 2.07 9.39 $ 243,946 |
Schedule of Restricted Stock Unit, Activity | The following table summarizes the RSU activity under the 2021 Plan: Number of Shares Grant Date Fair Value Unvested and outstanding at December 31, 2021 984,901 $ 23.23 Granted 1,136,607 24.43 Vested (110,082) 24.09 Forfeited (72,674) 24.26 Unvested and outstanding at September 30, 2022 1,938,752 $ 23.85 |
Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in Thousands) 2022 2021 2022 2021 Cost of platform $ 3,095 $ 4,947 $ 11,382 $ 40,987 Sales and marketing 672 1,028 2,202 8,723 General and administrative 11,066 19,825 44,600 178,751 Total stock-based compensation $ 14,833 $ 25,800 $ 58,184 $ 228,461 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted, Loss Per Share | A reconciliation of net loss available to common shareholders and the number of shares in the calculation of basic and diluted earnings loss per share was calculated as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, (in thousands, except for share and per share amounts) 2022 2021 2022 2021 Net income (loss) attributable to Privia Health Group, Inc. common stockholders $ 1,624 $ (9,115) $ (26,361) $ (176,251) Weighted average common shares outstanding - basic 111,592,834 105,896,622 109,458,855 101,576,775 Weighted average common share outstanding - diluted 124,845,602 105,896,622 109,458,855 101,576,775 Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic and diluted $ 0.01 $ (0.09) $ (0.24) $ (1.74) |
Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share | The following outstanding shares of potentially dilutive securities were excluded from computation of diluted loss per share attributable to common stockholders for the period presented because including them would have been antidilutive: Nine Months Ended September 30, 2022 2021 Potentially dilutive stock options to purchase common stock and RSUs 15,942,119 22,520,458 Total potentially dilutive shares 15,942,119 22,520,458 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) beneficiary in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Jan. 01, 2022 beneficiary | Sep. 30, 2022 USD ($) segment company market | Dec. 31, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||
Number of markets in which entity operates | market | 9 | ||
MSO, ownership percentage | 100% | ||
Number of MSOs where the company is at least the majority owner | company | 4 | ||
Assets, current | $ 579,646 | $ 446,676 | |
Total current liabilities | $ 304,529 | $ 190,461 | |
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Social security taxes repayment deferral period | 2 years | ||
Social security tax repayment percent, remainder of fiscal year | 50% | 50% | |
Social security tax repayment percent, year one | 50% | ||
Social security taxes payable | $ 800 | ||
Number of beneficiaries | beneficiary | 23 | ||
Minimum | Government Contract | |||
Subsidiary, Sale of Stock [Line Items] | |||
Revenue, period of recognition | 3 years | ||
Maximum | Government Contract | |||
Subsidiary, Sale of Stock [Line Items] | |||
Revenue, period of recognition | 5 years | ||
Privia Medical Group Tennessee, PLLC | |||
Subsidiary, Sale of Stock [Line Items] | |||
Percentage of voting interests acquired | 51% | ||
Variable Interest Entity, Primary Beneficiary | P M G West Texas And P M G T N | |||
Subsidiary, Sale of Stock [Line Items] | |||
Assets, current | $ 1,600 | $ 4,200 | |
Total current liabilities | $ 1,600 | $ 4,200 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue Desegregation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 342,899 | $ 251,524 | $ 992,236 | $ 690,887 |
FFS-patient care | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 221,911 | 200,208 | 637,540 | 550,607 |
FFS-administrative services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 25,270 | 16,407 | 71,911 | 47,162 |
Capitated revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 54,708 | 0 | 160,776 | 0 |
Shared savings | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 30,243 | 25,333 | 90,296 | 62,045 |
Care management fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 9,239 | 9,376 | 27,519 | 27,321 |
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,528 | $ 200 | $ 4,194 | $ 3,752 |
Revenue Recognition - Percentag
Revenue Recognition - Percentages By Source of Net Operating Revenue (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Commercial insurers | Commercial insurers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 70% | 70% | 70% | 69% |
Revenue Benchmark | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 100% | 100% | 100% | 100% |
Revenue Benchmark | Government payers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 16% | 17% | 15% | 16% |
Revenue Benchmark | Patient | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 14% | 13% | 15% | 15% |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Contract Assets and Unearned Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable | $ 246,348 | $ 117,402 |
Unearned revenue | $ 367 | $ 404 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Oct. 13, 2021 specialty location provider | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 126,938 | $ 126,938 | $ 127,938 | |||
Amortization period | 18 years 3 months 18 days | |||||
Intangible amortization expense | $ 800 | $ 200 | $ 2,509 | $ 482 | ||
BPMC | ||||||
Business Acquisition [Line Items] | ||||||
Number of providers | provider | 400 | |||||
Number of specialties | specialty | 42 | |||||
Number of locations | location | 125 | |||||
Percentage of voting interests acquired | 51% |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule Of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | $ 65,970 | $ 64,970 |
Accumulated Amortization | 7,741 | 5,232 |
Total | 58,229 | 59,738 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 4,600 | 4,600 |
Accumulated Amortization | 1,859 | 1,689 |
Consumer customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 2,500 | 2,500 |
Accumulated Amortization | 2,021 | 1,835 |
PMG customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 600 | 600 |
Accumulated Amortization | 202 | 184 |
Management Service Agreement (Complete MD) | Complete M D | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 2,200 | 2,200 |
Accumulated Amortization | 963 | 860 |
Management Service Agreement (Complete MD) | MSO | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 51,800 | 50,800 |
Accumulated Amortization | 2,464 | 605 |
Physician network | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 1,520 | 1,520 |
Accumulated Amortization | 101 | 26 |
Payer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 2,750 | 2,750 |
Accumulated Amortization | $ 131 | $ 33 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Amortization Of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 835 | |
2023 | 3,341 | |
2024 | 3,258 | |
2025 | 3,091 | |
2026 | 3,091 | |
Thereafter | 44,613 | |
Total | $ 58,229 | $ 59,738 |
Leases - Narrative (Details)
Leases - Narrative (Details) - Office space | Sep. 30, 2022 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease term | 2 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease term | 9 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 683 | $ 475 | $ 2,013 | $ 1,406 |
Cash paid for amounts included in the measurement of lease liabilities - operating leases | $ 2,198 | $ 1,629 | ||
Weighted-average remaining lease term - operating leases | 4 years 7 months 6 days | 4 years 9 months 18 days | 4 years 7 months 6 days | 4 years 9 months 18 days |
Weighted-average discount rate - operating leases | 3% | 3.50% | 3% | 3.50% |
Leases - Schedule Of Future Lea
Leases - Schedule Of Future Lease Payment (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 561 |
2023 | 3,013 |
2024 | 3,047 |
2025 | 3,010 |
2026 | 2,173 |
Thereafter | 1,227 |
Total future lease payments | 13,031 |
Imputed interest | (845) |
Total | $ 12,186 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property Plant And Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 7,898 | $ 7,801 |
Less accumulated depreciation and amortization | (4,235) | (3,299) |
Property and equipment, net | 3,663 | 4,502 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,402 | 1,110 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,641 | 1,864 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 4,855 | $ 4,827 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 5,208 | $ 2,973 |
Accrued employee compensation and benefits | 7,342 | 7,491 |
Bonuses payable | 10,209 | 12,292 |
Other accrued expenses | 24,494 | 23,229 |
Total accounts payable and accrued expenses | $ 47,253 | $ 45,985 |
Provider Liability - Unpaid Cla
Provider Liability - Unpaid Claims (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | |
Beginning balance | $ 140,708 |
Claims paid: | |
Ending balance | 254,278 |
At-Risk Capitation Arrangements | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | |
Beginning balance | 0 |
Incurred health care costs: | |
Current year | 160,607 |
Prior years | 0 |
Total claim incurred | 160,607 |
Claims paid: | |
Current year | (124,385) |
Prior year | 0 |
Total claims paid | (124,385) |
Adjustments to other claims-related liabilities | 0 |
Ending balance | $ 36,222 |
Note Payable - Schedule of Long
Note Payable - Schedule of Long Term Debt (Details) - Term Loan - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 24, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Note payable | $ 0 | $ 33,100 | $ 33,250 |
Less debt issuance costs | 0 | (687) | |
Less current portion | 0 | (875) | |
Note payable, net | $ 0 | $ 31,688 |
Note Payable - Narrative (Detai
Note Payable - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Jun. 24, 2022 | Aug. 27, 2021 | Nov. 15, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Aug. 26, 2021 | |
Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount of loan | $ 35,000,000 | ||||||||
Interest rate | 3% | ||||||||
Proceeds from issuance of long-term debt | $ 35,000,000 | ||||||||
Prepayment premium percentage | 1% | ||||||||
Note payable | $ 33,100,000 | $ 0 | $ 33,250,000 | ||||||
Amortization of debt issuance costs | $ 600,000 | 700,000 | |||||||
Term Loan | Debt Instrument Covenant Period One | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization percent of original principal amount | 0.625% | ||||||||
Term Loan | Debt Instrument Covenant Period Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization percent of original principal amount | 1.25% | ||||||||
Term Loan | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2% | ||||||||
Term Loan | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1% | ||||||||
Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, percentage of minimum outstanding borrowings | 125% | ||||||||
Debt instrument, fixed charge, minimum coverage ratio | 125% | ||||||||
Debt instrument, fixed charge, maximum leverage ratio | 300% | ||||||||
Amortization of debt issuance costs | $ 100,000 | ||||||||
Interest (income) expense, net | $ 300,000 | $ 0 | 600,000 | $ 900,000 | |||||
Line of Credit | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 65,000,000 | $ 10,000,000 | $ 15,000,000 | ||||||
Debt instrument, minimum outstanding borrowings | 15,000,000 | ||||||||
Line of credit outstanding | $ 0 | $ 0 | |||||||
Line of Credit | Letter of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 5,000,000 | 2,000,000 | |||||||
Line of Credit | Bridge Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 2,000,000 | ||||||||
Line of Credit | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate floor | 1.50% | ||||||||
Line of Credit | Eurodollar | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate floor | 0.50% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||||
(Benefit from) provision for income taxes | $ (4,845) | $ (2,210) | $ 6,931 | $ (20,214) | ||
Effective income tax rate | (74.60%) | 9.70% |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 18 Months Ended | ||||||||||
May 03, 2021 | Apr. 06, 2021 | Apr. 01, 2021 | Apr. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Aug. 28, 2018 | Aug. 27, 2018 | Jan. 17, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Price per share (in dollars per share) | $ 23 | |||||||||||||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||||
Number of options granted (in shares) | 93,793 | |||||||||||||
Unrecognized share-based compensation expense | $ 63,700 | $ 63,700 | ||||||||||||
Period for recognition | 1 year 3 months 18 days | |||||||||||||
Common stock, shares issued (in shares) | 113,796,678 | 113,796,678 | 107,837,741 | |||||||||||
Share based payment expense | $ 14,833 | $ 25,800 | $ 58,184 | $ 228,461 | ||||||||||
2021 Omnibus Incentive Plan | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common stock, shares authorized (in shares) | 10,278,581 | |||||||||||||
Award percentage increase | 5% | |||||||||||||
Options grant price percent of fair market value of company stock price (at least) | 100% | |||||||||||||
Number of instruments granted (in shares) | 1,183,871 | |||||||||||||
Unrecognized share-based compensation expense | $ 62,300 | |||||||||||||
Period for recognition | 4 years | |||||||||||||
2021 ESPP | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized (in shares) | 10,278,581 | |||||||||||||
Award percentage of total common stock issued and outstanding (up to) | 1% | |||||||||||||
Common stock, shares issued (in shares) | 1,027,858 | 1,027,858 | ||||||||||||
Chief Executive Officer | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Accelerated vesting, percent | 100% | |||||||||||||
At IPO | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Accelerated vesting, percent | 60% | |||||||||||||
12months after IPO | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Accelerated vesting, percent | 20% | |||||||||||||
Accelerated vesting, period | 12 months | |||||||||||||
18 months after IPO | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Accelerated vesting, percent | 20% | |||||||||||||
Accelerated vesting, period | 18 months | |||||||||||||
Options | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized (in shares) | 18,985,846 | 4,229,850 | 4,229,850 | |||||||||||
Period of acceleration | 1 year | |||||||||||||
Accelerated cost | $ 195,100 | |||||||||||||
Options | Forecast | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Accelerated cost | $ 89,900 | |||||||||||||
Options | Chief Executive Officer | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Period of acceleration | 4 months | |||||||||||||
Restricted Stock Units (RSUs) | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of instruments granted (in shares) | 1,136,607 | |||||||||||||
Restricted Stock Units (RSUs) | 2021 Omnibus Incentive Plan | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of options granted (in shares) | 3,683,217 | |||||||||||||
Elevance Health | Affiliated Entity | Privia health | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 3.90% | |||||||||||||
Private Placement | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares issued in transaction (in shares) | 4,000,000 | |||||||||||||
Consideration received on transaction | $ 92,000 |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Number of Shares | |||
Beginning balance (in shares) | 19,916,202 | ||
Granted (in shares) | 93,793 | ||
Exercised (in shares) | (5,855,236) | ||
Forfeited (in shares) | (151,392) | ||
Ending balance (in shares) | 14,003,367 | 19,916,202 | 14,003,367 |
Number of Shares, Exercisable (in shares) | 7,623,620 | 7,623,620 | |
Weighted- Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 5.90 | ||
Granted (in dollars per share) | 26.35 | ||
Exercised (in dollars per share) | 2.01 | ||
Forfeited (in dollars per share) | 19.99 | ||
Ending balance (in dollars per share) | $ 7.51 | $ 5.90 | 7.51 |
Weighted-Average Exercise Price, Exercisable (in dollars per share) | $ 2.07 | $ 2.07 | |
Weighted- Average Remaining Contractual Life | |||
Weighted- Average Remaining Contractual Life | 9 years 1 month 24 days | 9 years 4 months 9 days | |
Weighted-Average Remaining Contractual Life, Exercisable | 9 years 4 months 20 days | ||
Aggregate Intrinsic Value | $ 371,851 | $ 398,117 | $ 371,851 |
Aggregate Intrinsic Value Exercisable | $ 243,946 | $ 243,946 |
Stockholders_ Equity - Schedu_2
Stockholders’ Equity - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 984,901 |
Granted (in shares) | shares | 1,136,607 |
Vested (in shares) | shares | (110,082) |
Forfeited (in shares) | shares | (72,674) |
Ending balance (in shares) | shares | 1,938,752 |
Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 23.23 |
Granted (in dollars per share) | $ / shares | 24.43 |
Vested (in dollars per share) | $ / shares | 24.09 |
Forfeited (in dollars per share) | $ / shares | 24.26 |
Ending balance (in dollars per share) | $ / shares | $ 23.85 |
Stockholders_ Equity - Stock-ba
Stockholders’ Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 14,833 | $ 25,800 | $ 58,184 | $ 228,461 |
Cost of platform | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 3,095 | 4,947 | 11,382 | 40,987 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 672 | 1,028 | 2,202 | 8,723 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 11,066 | $ 19,825 | $ 44,600 | $ 178,751 |
Concentrations of Credit Risk (
Concentrations of Credit Risk (Details) - institution | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Concentration Risk [Line Items] | ||||||
Number of institutions in which company holds its cash and cash equivalents | 2 | |||||
Revenue Benchmark | Customer Concentration Risk | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 100% | 100% | 100% | 100% | ||
Revenue Benchmark | Customer Concentration Risk | Six Payers | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 75% | 76% | 74% | 74% | ||
Accounts Receivable | Customer Concentration Risk | Six Payers | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 71% | 68% |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted, Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to Privia Health Group, Inc. common stockholders | $ 1,624 | $ (9,115) | $ (26,361) | $ (176,251) |
Weighted average common shares outstanding - basic (in shares) | 111,592,834 | 105,896,622 | 109,458,855 | 101,576,775 |
Weighted average common shares outstanding – diluted (in shares) | 124,845,602 | 105,896,622 | 109,458,855 | 101,576,775 |
Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic (in dollars per share) | $ 0.01 | $ (0.09) | $ (0.24) | $ (1.74) |
Earnings per share attributable to Privia Health Group, Inc. common stockholders – diluted (in dollars per share) | $ 0.01 | $ (0.09) | $ (0.24) | $ (1.74) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule Of Antidilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||
Total potentially dilutive stock options to purchase common stock and RSUs (in shares) | 15,942,119 | 22,520,458 |
Subsequent Events (Details)
Subsequent Events (Details) - Affiliated Entity - Subsequent Event - Shared savings $ in Millions | Oct. 11, 2022 USD ($) |
Providers | |
Subsequent Event [Line Items] | |
Due to related parties | $ 37.7 |
Centers for Medicare and Medicaid Services | |
Subsequent Event [Line Items] | |
Revenue from related parties | $ 62.8 |