Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
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., 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 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
Entity Central Index Key | 0001759655 |
Amendment Flag | true |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 362,112 | $ 84,633 | $ 46,889 |
Accounts receivable | 98,384 | 99,118 | 77,339 |
Prepaid expenses and other current assets | 8,928 | 6,333 | 5,371 |
Total current assets | 469,424 | 190,084 | 129,599 |
Non-current assets: | |||
Property and equipment, net | 4,341 | 4,814 | 5,622 |
Related party receivables | 0 | 4,030 | |
Right-of-use asset | 5,377 | 0 | |
Intangible assets, net | 5,498 | 5,980 | 6,622 |
Goodwill | 118,663 | 118,663 | 118,663 |
Deferred tax asset | 25,374 | 4,953 | 0 |
Other non-current assets | 3,384 | 4,475 | 5,669 |
Total non-current assets | 162,637 | 138,885 | 140,606 |
Total assets | 632,061 | 328,969 | 270,205 |
Current liabilities: | |||
Accounts payable | 3,266 | 5,235 | 525 |
Accrued expenses | 31,303 | 31,185 | 27,939 |
Physician and practice liability | 144,996 | 106,811 | 82,269 |
Current portion of notes payable to related parties | 0 | 2,500 | |
Current portion of note payable | 875 | 875 | 875 |
Operating lease liabilities, current | 2,200 | 0 | |
Other current liabilities | 4,602 | 2,832 | 1,112 |
Total current liabilities | 187,242 | 146,938 | 115,220 |
Non-current liabilities: | |||
Notes payable to related parties | 0 | 6,200 | |
Note payable, net of current portion | 31,664 | 32,784 | 33,525 |
Deferred tax liabilities, net | 0 | 2,881 | |
Operating lease liabilities, non-current | 7,827 | 0 | |
Other non-current liabilities | 333 | 5,595 | 4,923 |
Total non-current liabilities | 39,824 | 38,379 | 47,529 |
Total liabilities | 227,066 | 185,317 | 162,749 |
Commitments and contingencies (Note 11) | |||
Stockholders’ equity: | |||
Common stock | 1,062 | 960 | 959 |
Additional paid-in capital | 605,667 | 165,666 | 160,375 |
Accumulated deficit | (196,129) | (19,878) | (51,122) |
Total Privia Health Group, Inc. stockholders’ equity | 410,600 | 146,748 | 110,212 |
Non-controlling interest | (5,605) | (3,096) | (2,756) |
Total stockholders’ equity | 404,995 | 143,652 | 107,456 |
Total liabilities and stockholders’ equity | $ 632,061 | $ 328,969 | $ 270,205 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||||||
Revenue | $ 251,524 | $ 207,170 | $ 690,887 | $ 603,376 | $ 817,075 | $ 786,360 | $ 657,609 |
Operating expenses: | |||||||
Physician and practice expense | 190,055 | 160,432 | 521,105 | 467,059 | 629,487 | 622,632 | 527,923 |
Cost of platform | 35,314 | 25,241 | 131,007 | 77,133 | 105,006 | 95,256 | 73,227 |
Sales and marketing | 4,588 | 2,709 | 18,950 | 7,381 | 11,343 | 9,156 | 11,737 |
General and administrative | 33,910 | 9,788 | 216,563 | 29,196 | 44,016 | 41,827 | 41,497 |
Depreciation and amortization | 466 | 457 | 1,351 | 1,389 | 1,843 | 1,427 | 1,070 |
Total operating expenses | 264,333 | 198,627 | 888,976 | 582,158 | 791,695 | 770,298 | 655,454 |
Operating income | (12,809) | 8,543 | (198,089) | 21,218 | 25,380 | 16,062 | 2,155 |
Interest expense | 292 | 504 | 885 | 1,480 | 1,917 | 6,910 | 6,420 |
Income (loss) before (benefit from) provision for income taxes | (13,101) | 8,039 | (198,974) | 19,738 | 23,463 | 9,152 | (4,265) |
(Benefit from) provision for income taxes | (2,210) | (8,561) | (20,214) | (7,387) | (7,441) | 1,207 | (76) |
Net income (loss) | (10,891) | 16,600 | (178,760) | 27,125 | 30,904 | 7,945 | (4,189) |
Less: Net loss attributable to non-controlling interests | (1,776) | (85) | (2,509) | (255) | (340) | (299) | (1,145) |
Net income (loss) attributable to Privia Health Group, Inc | $ (9,115) | $ 16,685 | $ (176,251) | $ 27,380 | $ 31,244 | $ 8,244 | $ (3,044) |
Net income (loss) per share attributable to Privia Health Group, Inc. stockholders – basic (in usd per share) | $ (0.09) | $ 0.17 | $ (1.74) | $ 0.29 | $ 0.33 | $ 0.09 | $ (0.03) |
Net income (loss) per share attributable to Privia Health Group, Inc. stockholders – diluted (in usd per share) | $ (0.09) | $ 0.17 | $ (1.74) | $ 0.29 | $ 0.33 | $ 0.09 | $ (0.03) |
Weighted average common shares outstanding - basic (in shares) | 105,896,622 | 95,950,929 | 101,576,775 | 95,945,804 | 95,950,062 | 95,931,549 | 95,880,506 |
Weighted average common shares outstanding – diluted (in shares) | 105,896,622 | 95,950,929 | 101,576,775 | 95,945,804 | 95,950,062 | 95,931,549 | 95,880,506 |
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, 2017 | 95,878,470 | |||||
Beginning Balance at Dec. 31, 2017 | $ 81,682 | $ 82,994 | $ 959 | $ 138,357 | $ (56,322) | $ (1,312) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Merger of related party | $ 6,500 | 6,500 | 6,500 | |||
Stock option exercised (in shares) | 53,079 | 53,079 | ||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units | $ 106 | 106 | 106 | |||
Share-based compensation expense | 1,941 | 1,941 | 1,941 | |||
Net income (loss) | (4,189) | (3,044) | (3,044) | (1,145) | ||
Ending Balance (in shares) at Dec. 31, 2018 | 95,931,549 | |||||
Ending Balance at Dec. 31, 2018 | 86,040 | 88,497 | $ 959 | 146,904 | (59,366) | (2,457) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Capital contribution | $ 13,264 | 13,264 | 13,264 | |||
Stock option exercised (in shares) | 0 | |||||
Share-based compensation expense | $ 207 | 207 | 207 | |||
Net income (loss) | 7,945 | 8,244 | 8,244 | (299) | ||
Ending Balance (in shares) at Dec. 31, 2019 | 95,931,549 | |||||
Ending Balance at Dec. 31, 2019 | 107,456 | 110,212 | $ 959 | 160,375 | (51,122) | (2,756) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation expense | 121 | 121 | 121 | |||
Net income (loss) | 5,329 | 5,414 | 5,414 | (85) | ||
Ending Balance (in shares) at Mar. 31, 2020 | 95,931,549 | |||||
Ending Balance at Mar. 31, 2020 | 112,906 | 115,747 | $ 959 | 160,496 | (45,708) | (2,841) |
Beginning Balance (in shares) at Dec. 31, 2019 | 95,931,549 | |||||
Beginning Balance at Dec. 31, 2019 | 107,456 | 110,212 | $ 959 | 160,375 | (51,122) | (2,756) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 27,125 | |||||
Ending Balance (in shares) at Sep. 30, 2020 | 95,985,817 | |||||
Ending Balance at Sep. 30, 2020 | 135,052 | 138,063 | $ 960 | 160,845 | (23,742) | (3,011) |
Beginning Balance (in shares) at Dec. 31, 2019 | 95,931,549 | |||||
Beginning Balance at Dec. 31, 2019 | 107,456 | 110,212 | $ 959 | 160,375 | (51,122) | (2,756) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Capital contribution | $ 4,700 | 4,700 | 4,700 | |||
Stock option exercised (in shares) | 54,268 | 54,268 | ||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units | $ 108 | 108 | $ 1 | 107 | ||
Share-based compensation expense | 484 | 484 | 484 | |||
Net income (loss) | 30,904 | 31,244 | 31,244 | (340) | ||
Ending Balance (in shares) at Dec. 31, 2020 | 95,985,817 | |||||
Ending Balance at Dec. 31, 2020 | 143,652 | 146,748 | $ 960 | 165,666 | (19,878) | (3,096) |
Beginning Balance (in shares) at Mar. 31, 2020 | 95,931,549 | |||||
Beginning Balance at Mar. 31, 2020 | 112,906 | 115,747 | $ 959 | 160,496 | (45,708) | (2,841) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation expense | 121 | 121 | 121 | |||
Net income (loss) | 5,196 | 5,281 | 5,281 | (85) | ||
Ending Balance (in shares) at Jun. 30, 2020 | 95,931,549 | |||||
Ending Balance at Jun. 30, 2020 | 118,223 | 121,149 | $ 959 | 160,617 | (40,427) | (2,926) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock option exercised (in shares) | 54,268 | |||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units | 108 | 108 | $ 1 | 107 | ||
Share-based compensation expense | 121 | 121 | 121 | |||
Net income (loss) | 16,600 | 16,685 | 16,685 | (85) | ||
Ending Balance (in shares) at Sep. 30, 2020 | 95,985,817 | |||||
Ending Balance at Sep. 30, 2020 | 135,052 | 138,063 | $ 960 | 160,845 | (23,742) | (3,011) |
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] | ||||||
Share-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] | ||||||
Stock option exercised (in shares) | 328,323 | |||||
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 | 33 | |||
Share-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] | ||||||
Stock option exercised (in shares) | 494,330 | |||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units | 615 | 615 | $ 5 | 610 | ||
Share-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) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||||
Net income (loss) | $ (178,760) | $ 27,125 | $ 30,904 | $ 7,945 | $ (4,189) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||
Depreciation | 869 | 895 | 1,188 | 784 | 429 |
Amortization of intangibles | 482 | 483 | 642 | 643 | 643 |
Amortization of debt issuance costs | 120 | 100 | |||
Amortization of debt issuance costs | 100 | 100 | 134 | 332 | 147 |
Stock-based compensation | 228,461 | 363 | 484 | 207 | 1,941 |
Deferred tax benefit | (20,421) | (7,770) | (7,834) | 716 | (258) |
Changes in asset and liabilities: | |||||
Accounts receivable | 734 | (10,138) | (21,779) | (6,178) | 320 |
Prepaid expenses and other current assets | (7,972) | (1,570) | (962) | (151) | 3,337 |
Other non-current assets | 1,091 | 2,242 | 1,194 | (2,426) | 258 |
Accounts payable | (2,064) | 2,459 | 4,710 | (4,141) | (983) |
Accrued expenses | 118 | (4,061) | 3,246 | 9,499 | 5,723 |
Physician and practice liability | 38,185 | 30,883 | 24,542 | 15,571 | (2,178) |
Other current liabilities | 1,770 | 815 | 1,720 | (3,276) | 2,004 |
Accounts payable | 30 | (3) | (1,931) | ||
Operating lease liabilities | 10,027 | 0 | |||
Other long-term liabilities | (5,262) | 404 | 672 | 4,836 | (14) |
Net cash provided by in operating activities | 67,378 | 42,230 | 38,891 | 24,358 | 5,249 |
Cash from investing activities | |||||
Taxes payable | 0 | 0 | 55 | ||
Purchases of property and equipment | (396) | (380) | (380) | (5,709) | (220) |
Net cash used in investing activities | (396) | (380) | (380) | (5,709) | (165) |
Cash flows from financing activities | |||||
Proceeds from exercise of stock options | 648 | 108 | 108 | 0 | 106 |
Proceeds from initial public offering | 223,686 | 0 | |||
Payments of underwriting fees, net of discounts and offering costs | (12,691) | 0 | |||
Disposals of PP&E | 0 | (15,250) | 0 | ||
Business Acquisitions, net of cash acquired | 0 | 0 | 15,250 | ||
Repayment of note payable | (656) | (656) | (875) | (30,000) | 0 |
Cash flows from financing activities | 0 | 35,000 | 0 | ||
Proceeds from initial public offering | (490) | 0 | 0 | (618) | 0 |
Proceeds from revolving loan | 0 | 10,000 | 10,000 | 0 | 0 |
Line of credit payments | 0 | (10,000) | (10,000) | 0 | 0 |
Net cash (used in) provided by financing activities | 210,497 | (548) | (767) | (10,868) | 15,356 |
Net increase in cash and cash equivalents | 277,479 | 41,302 | 37,744 | 7,781 | 20,440 |
Cash and cash equivalents at beginning of period | 84,633 | 46,889 | 46,889 | 39,108 | 18,668 |
Cash and cash equivalents at end of period | 362,112 | 88,191 | 84,633 | 46,889 | 39,108 |
Supplemental disclosure of cash flow information | |||||
Interest paid. | 855 | 1,599 | 1,928 | 9,200 | 3,722 |
Line of credit payments | $ 451 | $ 371 | 381 | 316 | $ 27 |
Net increase in cash and cash equivalents | |||||
Cash and cash equivalents at beginning of period | $ 4,700 | $ 13,264 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | May 03, 2021 | Apr. 06, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in share) | 1,000,000,000 | 1,000,000,000 | 150,000,000 | 150,000,000 | |
Common stock, shares issued (in usd per share) | 106,234,792 | 95,985,817 | 95,931,549 | ||
Common stock, shares outstanding (in usd per share) | 106,234,792 | 95,985,817 | 95,931,549 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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. (“we”, “our” the “Company”) a wholly owned subsidiary of Brighton Health Group Holdings, LLC (“BHG Holdings”) (formerly MC Acquisition Holdings I, LLC, HoldCo), became the sole shareholder of PH Group Holdings Corp. (“PH Holdings”) (formerly Brighton Health Services Holding Corporation) effective August 11, 2016. PH Holdings was incorporated on January 17, 2014 as a holding company for Privia Health, LLC (“Privia”). On August 29, 2014, PH Holdings, acquired 100% of the outstanding common units and voting interest of Privia (the “Privia Acquisition”). We are a technology-driven, national physician-enablement company designed to transform the healthcare delivery experience for physicians and patients, while increasing value to payers. We enter markets, organize providers, drive operational and clinical improvements, and transition the market to value-based care (“VBC”). On September 25, 2015, the Company acquired 75.5% of Complete MD Solutions LLC. Complete MD Solutions LLC provides administrative services to physician groups. Privia Management Services Organization (“PMSO”) is a majority owned subsidiary of the Company started with a large health system in Florida during 2019 to jointly bring independent physicians together into a physician practice management and population health group. The Company owns 51% and consolidates PMSO within the consolidated financial statements The Company uses the same operational and financial model in each market. As of December 31, 2020, Privia operates in six 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) Central Florida and 6) the state of Tennessee. 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. Privia Physicians typically enter into a Physician Member Services Agreement (“PMSA”) with a medical group, which requires the Privia Physician to provide healthcare services through and on behalf of the medical group. In conjunction with the PMSA, the medical group enters a Support Services Agreement (“SSA”) with the Privia Physician’s historic practice entity (“Affiliated Practice”) whereby the Affiliated Practice provides certain subcontracted services to the medical group to allow the medical group to operate at the practice location. The Company does not own any Affiliated Practice, nor does the Company have risk of loss related to the Affiliated Practices, rather they are typically owned by certain Privia Physicians. The Company’s ownership varies by state, creating two types of medical groups: Owned Medical Groups and Non-Owned Medical Groups. The Company majority owns Owned Medical Groups in those markets where medical group ownership is allowed with Privia Physicians owning, in the aggregate, the minority interest in the medical group. In other markets where state regulations do not allow the Company to own the medical group, such Non-Owned Medical Groups are 100% owned by the Privia Physicians. Owned Medical Groups are consolidated into the Company, while Non-Owned Medical Groups are not. For Non-Owned Medical Groups, please refer to the discussion of “Variable Interest Entities” for further discussion. 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 two where the Company is the at least the majority owner. Within each market, Privia has three different sources of revenue: 1) Fee-for-service (“FFS”) revenue consisting of: a) FFS-patient care revenue which is primarily earned through Owned Medical Groups and b) FFS-administrative services revenue which is primarily earned by owned MSOs from Non-Owned Medical Groups through the MSAs; 2) VBC revenue consisting of: a) care management fees (“PMPM”) and b) shared savings both of which are primarily earned through Company-owned Accountable Care Organizations (“ACOs”) in each market; and 3) Other revenue which is earned from services provided to patients of both Owned and Non-Owned Medical Groups and CARES Act funds received. Basis of Presentation The 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 consolidated statements of operations within the operating expense categories of physician and practice 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. 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 the Non-Owned Medical Groups and their Affiliated Practices as well as its relationship with 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; nor does the Company have an ownership in Non-Owned Medical Groups. The PMSA and SSA entered by Non-Owned 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. 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). 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 Group’s do not represent VIEs. Accordingly, the Company has not consolidated the financial position, results of operations or cash flows of the Non-Owned Medical Group’s that are affiliated with the Company by means of a service agreement for the years ended December 31, 2020, 2019 and 2018. 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. Use of Estimates The preparation of 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, share-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. Refer to Note 15 “Segment Financial Information” for additional information concerning the Company’s services. Deferred Offering Costs The Company capitalizes within other assets certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings, including the planned initial public offering, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses. As of December 31, 2020, deferred offering costs capitalized was $1.1 million. There were no deferred offering costs capitalized as of December 31, 2019. Coronavirus Aid, Relief and Economic Stimulus Act (“CARES Act”) The current COVID-19 pandemic had an impact on our results of operations, cash flow and financial position for the period ended and as of December 31, 2020, as we experienced lower volumes than anticipated and shifts in the mix of services provided after the onset of the pandemic in the United States. We are closely monitoring the impact of the pandemic on all aspects of our business, including impacts to employees, customers, patients, suppliers and vendors. The length and severity of the pandemic, coupled with related governmental actions including relief acts and actions relating to our workforce at federal, state and local levels, and underlying economic disruption will determine the ultimate short-term and long-term impact to our business operations and financial results. To date, we have seen shifts in demand and mix of services, changes in referral patterns, and an increase in usage and reliance on our technology infrastructure, among other changes. We are unable to predict the myriad of possible issues that could arise or the ultimate effect to our businesses as a result of the unknown short, medium and long-term impacts that the pandemic will have on the United States economy and society as a whole. 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. The following are significant economic impacts for Privia and its subsidiaries as a result of specific provisions of the CARES Act: • A portion of the CARES Act provides $100 billion (increased to $178 billion pursuant to subsequent legislation) from the Public Health and Social Services Emergency Fund (“Relief Fund”) to certain eligible healthcare providers on the front lines of the coronavirus response. • The Company received $9.1 million in April 2020, $4.1 million in June 2020 and $0.1 million in December 2020 related to these grants for a total of $13.3 million in grant funds received. Upon accepting the grant, the Company agreed to various terms and conditions, including that the money will be used “only for health care related expenses or lost revenues that are attributable to coronavirus” and that the Company will comply with HHS reporting requirements. The guidance to date is general and broad but does provide some examples of health care related expenses and lost revenue, such as equipment and supplies, workforce training, reporting COVID-19 test results, securing separate facilities for COVID-19 patients and acquiring additional resources to expand or preserve care delivery. • The Company believes it is in compliance with the various terms and conditions outlined by HHS, and intends to maintain compliance with these specific conditions. • 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. Approximately $1.8 million is accrued, in accrued expenses on the balance sheet, as of December 31, 2020 related to this deferral as the Company currently intends to repay by the end of 2021. On December 27, 2020, a second COVID-19 relief bill, The Consolidated Appropriations Act, 2021, was signed into law. Pursuant to this bill, HHS clarified how an entity should calculate lost revenues for purposes of the Provider Relief Funds under the CARES Act. Entities may choose to apply Provider Relief Fund payments toward lost revenue (i) using the difference between 2019 and 2020 actual patient care revenue; (ii) using the difference between 2020 budgeted and 2020 actual patient care revenue; or (iii) using any reasonable method of estimating revenue. Entities selecting the latter option face an increased likelihood of an audit. There is no U.S. GAAP that covers accounting for such government “grants” to for-profit entities. As a result, the Company analogized to International Accounting Standard 20 – Accounting for Government Grants and Disclosures (“IAS 20”). Under IAS 20, once it is reasonably assured that the entity will comply with the conditions of the grant, the grant money should be recognized on a systematic basis over the periods in which the entity recognizes the related expenses or losses. All CARES Act funds received have been fully recognized as other revenue through December 31, 2020. Other revenue is a component of total revenue on the statement of operations. However, the rules concerning utilization of the funds continue to evolve and we will continue to comply with those applicable to us, subsequent to year end. Cash and Cash Equivalents The Company considers all unrestricted, liquid financial instruments purchased with original maturity dates of three months or less to be cash equivalents. Cash equivalents are stated at cost which approximates fair value. Accounts Receivable Substantially all of the Company’s accounts receivable relate to providing health care services to patients whose costs are primarily paid by federal and state governmental authorities or commercial insurance companies. The Company reports accounts receivable at an amount equal to the consideration the Company expects to receive in exchange for providing healthcare services to its patients, which is estimated using historical reimbursement rates, and an analysis of past experience to estimate potential adjustments. Management writes-off receivables when they are deemed uncollectible because of circumstances that affect the ability of payers and self-pay patients to make payments as they occur. While write-offs of customer accounts have historically been within our expectations and the provisions established, management cannot guarantee that the future write-off experience will be consistent with historical experience, which could result in material differences when compared to the allowance for doubtful accounts and related provisions. Unearned Revenue The Company records unearned revenue, which is a contract liability, when it has an obligation to provide services and payment is received in advance of performance of those services. Property and Equipment, Net Property and equipment consist of furniture and fixtures, leasehold improvements, and computer hardware and software and are stated at cost, less accumulated depreciation and amortization. Depreciation is recognized on a straight-line method over the assets’ estimated useful lives, which for leasehold improvements are the lesser of the lease terms or the life of the asset, and three Internal-Use Software The Company capitalizes costs related to internal-use software during the application development stage including consulting costs and compensation expenses related to employees who devote time to development projects. Costs incurred in the preliminary stages of development activities and post implementation activities are expensed in the period incurred and included in cost of platform expense in the consolidated statements of operations. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. The Company records capitalized software development costs in property and equipment, net. Capitalized internal-use software costs are amortized on a straight-line basis over the software’s estimated useful life. Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss can be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss is based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2020 or 2019. Goodwill Goodwill represents the excess of the aggregate purchase price over the estimated fair value of net assets acquired in accordance with ASC Topic 805, Business Combinations (“ASC 805”). In accordance with ASC Topic 350, Intangibles – Goodwill and Other (“ASC 350”), goodwill is recognized as an asset and is tested for impairment annually and between annual tests whenever events or changes in circumstances indicate that impairment may have occurred. Goodwill impairment is assessed based on a comparison of the estimated fair value of each reporting unit to the underlying carrying value of the reporting unit’s net assets, including goodwill. An impairment charge is recognized for the amount that the carrying value exceeds the reporting unit’s fair value. For purposes of the goodwill impairment evaluation, the Company as a whole is considered the reporting unit. The estimated fair value is generally determined using a combination of discounted cash flow analysis and earnings multiplied by a price/ earnings ratio for comparable companies. Potential impairment is indicated when the carrying value of a reporting unit, including goodwill, exceeds its estimated fair value. For the years ended December 31, 2020 and 2019, there was no impairment loss related to goodwill. For additional details, refer to Note 4 “Goodwill and Intangible Assets, Net.” Intangible Assets, net Definite-lived intangible assets represent the estimated fair value of intangible assets acquired in connection with the Privia Acquisition and the Complete Acquisition. Amortization is calculated using the straight-line method over the estimated useful lives of the intangible assets which are as follows: Trade names 20 years Consumer customer relationships 10 years FFS customer relationships 24 years Complete MD Management Service Agreement 16 years The Company reviews the carrying value of its finite-lived intangible assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. If these future undiscounted cash flows are less than the carrying value of the asset, then the carrying amount of the asset is written down to its fair value, based on the related estimated discounted future cash flows. The factors considered by management in performing this assessment include current operating results; trends and prospects; the manner in which the intangible assets are used; and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, no impairment was recorded for the years ended December 31, 2020 or 2019. Note 4 “Goodwill and Intangible Assets, Net.” Debt Issuance Costs Debt issuance costs represent costs incurred to issue the Company’s note payable and are recorded as a direct reduction to the Company’s note payable. These costs are amortized over the term of the applicable indebtedness using the effective interest method. Amortization is included in interest expense in the accompanying consolidated statements of operations and comprehensive income (loss). Revenue Recognition Revenue for the year ended December 31, 2018 is presented under ASC Topic 605 (“ASC 605”), Revenue Recognition . Under ASC 605, we recognized revenue when all of the following criteria were met: Persuasive evidence of an arrangement exists; the sales price is fixed or determinable; collection is reasonably assured; and services have been rendered. Beginning January 1, 2019, we adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective approach. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, we perform the following five steps: i. Identify the contract(s) with a customer; ii. Identify the performance obligations in the contract; iii. Determine the transaction price; iv. Allocate the transaction price to the performance obligations in the contract; and v. Recognize revenue as the entity satisfies a performance obligation. The cumulative effect of initially adopting ASC 606 was limited to reclassification of bad debt expense, from a general and administrative expense in 2018 to a contra revenue account in 2019 in the amount of $1.5 million for 2019. Bad debt expense had historically been reported within general and administrative expenses, separately from patient service revenue. Under ASC 606, the Company estimates implicit price concessions related to self-pay balances as part of estimating the original transaction price and reports such estimates as reduction of transaction price. The key judgments applicable to revenue recognition under ASC 605 and ASC 606 are similar and are described below. FFS revenue FFS-patient care The Company’s FFS-patient care revenue is primarily generated from providing healthcare services to patients. Providing medical services to patients represents our performance obligation under these third party payer agreements, and accordingly, the transaction price is allocated entirely to that one performance obligation. We recognize revenue as services are rendered and approved by the Privia Providers, which is typically a single day for each service. We receive payment for services from third party payers, as well as from patients who have health insurance, but are also financially responsible for some or all of the service in the form of co-pays, coinsurance or deductibles. Patients who do not have health insurance are required to pay for their services in full. FFS-patient care revenue is reported net of provisions for contractual allowances from third-party payers and patients. We have certain agreements with third-party payers that provide for reimbursement at amounts different from our standard billing rates. The differences between the estimated reimbursement rates and the standard billing rates are accounted for as contractual adjustments, which are deducted from gross revenue to arrive at FFS-patient care revenue. We determine our estimate of implicit price concessions based on our historical collection experience with classes of patients using a portfolio approach as a practical expedient to account for patient contracts as collective groups rather than individually. The financial statement effects of using this practical expedient are not materially different from an individual contract approach. Subsequent changes to the estimate of the transaction price (determined on a portfolio basis when applicable) are generally recorded as adjustments to revenue in the period of the change. For the years ended December 31, 2020 and 2019, changes in the Company’s estimates of implicit price concessions, contractual adjustments, and expected payments for performance obligations satisfied in prior periods were not significant. With respect to our treatment of revenue from Owned Medical Groups, it is necessary to assess whether we are the principal or the agent with respect to FFS-patient care revenue in light of the fact that healthcare services are furnished by Privia Providers rather than employees of the Owned Medical Groups. ASC 606-10-55-37A indicates that an entity is a principal if it obtains control of a right to a service to be performed by another party, which gives the entity the ability to direct that party to perform the services to the customer on the entity’s behalf. The Owned Medical Groups, which are each majority-owned and controlled by us, own the contractual relationships with the patients and the third party payers and they direct Privia Providers to perform healthcare services on the Company’s behalf. Although we are prohibited by law from interfering in the physician-patient relationship or making clinical care decisions, our Owned Medical Groups are responsible for the fulfillment of healthcare services to patients. Further, we employ Chief Medical Officers and Medical Directors who provide clinical oversight and direction over the clinical affairs of the Owned Medical Groups. In addition, the Owned Medical Group provides the care coordination activities, patient outreach and education activities, and sets quality standards for our Privia Providers. We also verify that Privia Providers have the proper qualifications (e.g., correct licenses, certificates, etc.) for our Owned Medical Groups, for ourselves and as a delegate on behalf of certain third-party payers. In addition to oversight of health care services, the Owned Medical Group is also the party primarily responsible for providing the services to patients and maintains discretion in establishing pricing for all services through agreements with patients and their insurance payers. The Owned Medical Groups negotiate and enter into provider agreements with third-party payer insurance companies, which outline the obligations of the Owned Medical Group and the third-party payers in connection with providing patient care services to covered patients. This includes setting the reimbursement rate for all services provided by the Owned Medical Groups. In assessing who is the principal in providing the patient care services, the Company considered who controls the provision of patient care services. As a result of our oversight of Owned Medical Groups (including setting the expectations for the Owned Medical Group’s patients and the commercial payers’ expectations of the Owned Medical Groups) and the contractual relationships with patients and their third-party payers, we are the principal in these relationships. FFS-administrative services The Company’s FFS-administrative services business provides administration and management services pursuant to Management Services Agreements (“MSAs”) with Non-Owned Medical Groups. The Company’s MSAs with the Non-Owned Medical Groups range from 5 – 20 years in duration and outline the terms and conditions of the administration and management services to be provided, which includes revenue cycle management services such as billings and collections, as well as other services, including, but not limited to, payer contracting, information technology services and accounting and treasury services. In certain MSAs, the Company is paid administrative fees equal to the cost of supplying certain services as outlined in the MSAs, and if applicable, a margin is added to the cost of certain services. The margin, if applicable, is fixed based on the MSAs; however, the cost of supplying certain services can fluctuate during the life of the MSAs. In certain MSAs, the Company is paid a percentage of net collections. The percentage is fixed per the MSAs; however, the net collections can fluctuate during the life of the contract. Under each MSA, there is a single performance obligation to provide a series of administration and management services required for the contract period. The Company believes that each Non-Owned Medical Group receives the management and administrative services each day and has concluded that an output method is appropriate for recognizing administrative services fee revenue. Administrative fees are reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for the provision of administration and management services to the Non-Owned Medical Groups. In addition, certain of our MSAs include rebates to the customers in the event that certain conditions occur. The Company estimates the transaction price using the most likely amount methodology and amounts are included in the net transaction price to the extent that it is probable that a significant reversal will not occur once any uncertainty associated with the variable consideration is subsequently resolved. The Company reduces the amount of FFS – administrative services revenue by the amount of any rebates earned by its customers. No rebates have been earned for years ended December 31, 2020, 2019 and 2018. VBC revenue The Company’s VBC business cons |
Liquidity and Going Concern
Liquidity and Going Concern | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity And Going Concern | Liquidity and Going Concern In accordance with Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Since inception the Company has financed its operations primarily through the sale of our equity, revenue from our patient services and incurrence of indebtedness. As of December 31, 2020 and 2019, the Company had an accumulated deficit of approximately $19.9 million and $51.1 million, respectively. The Company had net income of approximately $31.2 million for the year ended December 31, 2020, $8.2 million for the year ended December 31, 2019 and incurred a net loss of approximately $3.0 million for the year ended December 31, 2018. The Company has operating cash flows of $38.9 million, $24.4 million and $5.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. While the Company has reported positive net income for the years ended December 31, 2020 and December 31, 2019, we expect our operating expenses to increase significantly over the next several years as we continue to hire additional personnel, expand our operations and infrastructure, and continue to invest to reach more patients. We believe that these investments will see expected future operating income as we expand into more markets. We anticipate that these increased costs will be offset positively by increased revenue. As of December 31, 2020 and 2019, the Company has consolidated cash and cash equivalents totaling approximately $84.6 million and $46.9 million, respectively. The Company is seeking to complete an initial public offering (“IPO”) of its common stock. In the event the Company does not complete an IPO, the Company expects to seek additional funding through private financings or other strategic transactions. During 2019, the Company refinanced its debt obligations and secured an additional $10.0 million revolving line of credit that may be used for liquidity purposes. During 2020, the Company secured an additional $5.0 million |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The reported results for the years ended December 31, 2020 and December 31, 2019 reflect the application of ASC 606. Periods prior to January 1, 2019 reflect accounting under ASC 605. The following table presents our revenues disaggregated by source: For the Twelve Months Ended December 31, (Dollars in Thousands) 2020 2019 2018 FFS-patient care $ 647,314 $ 676,157 $ 572,719 FFS-administrative services 58,278 48,510 32,960 Shared savings 66,414 39,854 39,245 Care management fees (PMPM) 26,766 18,547 9,836 Other revenue 18,303 3,292 2,849 Total Revenue $ 817,075 $ 786,360 $ 657,609 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: Year Ended December 31, 2020 2019 2018 Commercial insurers 69 % 67 % 67 % Government payers 17 % 17 % 17 % Patient 14 % 16 % 16 % 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 generated through Care management fee (PMPM) payments from payers to provide care coordination services to patients and through shared savings contracts with large commercial payer organizations and the U.S. Federal Government. For additional details, refer to Note 1 “Organization and Summary of Significant Accounting Policies.” Contract Asset The Company has the following contract assets and unearned revenue: Year Ended December 31, (Dollars in Thousands) 2020 2019 Balances for contracts with customers Accounts receivable $ 99,118 $ 77,339 Unearned revenue $ 2,759 $ 566 Unearned Revenue Our unearned revenues is presented on the balance sheet under other current liabilities and represent payments made to, or due from, customers in advance of our performance. All contracts are less than or equal to twelve months. Changes in the balance of total deferred revenue during the twelve months ended December 31, 2020 are as follows: (Dollars in Thousands) December 31, 2019 Additions Revenue Recognized December 31, 2020 Unearned Revenue $566 4,117 (1,924) $2,759 During the twelve months ended December 31, 2020, the Company recognized approximately $0.6 million of revenue related to amounts unearned as of December 31, 2019. Remaining Performance Obligations As our performance obligations relate to contracts with a duration of one year or less, the Company elected the optional exemption in ASC 606-10-50-14(a). Therefore, the Company is not required to disclose the transaction price for the remaining performance obligations at the end of the reporting period or when the Company expects to recognize revenue. The Company has minimal unsatisfied performance obligations at the end of the reporting period as our patients typically are under no obligation to continue receiving services at our facilities. 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) 2021 2020 2021 2020 FFS-patient care $ 200,208 $ 168,622 $ 550,607 $ 474,816 FFS-administrative services 16,407 14,489 47,162 42,663 Shared savings 25,333 15,905 62,045 49,441 Care management fees (PMPM) 9,376 7,024 27,321 20,320 Other revenue 200 1,130 3,752 16,136 Total Revenue $ 251,524 $ 207,170 $ 690,887 $ 603,376 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, 2021 2020 2021 2020 Commercial insurers 70 % 69 % 69 % 68 % Government payers 17 % 18 % 16 % 16 % Patient 13 % 13 % 15 % 16 % 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. Value Based Care (“VBC”) revenue is generated through per member per month Care management fee (“PMPM”) payments, from payers to provide care coordination services to patients and through shared savings 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, 2021 December 31, 2020 Balances for contracts with customers Accounts receivable $ 98,384 $ 99,118 Unearned revenue $ 4,832 $ 2,759 Unearned Revenue Unearned revenue is presented on the condensed consolidated balance sheet under other current liabilities and represent payments made to, or due from, customers in advance of our performance. All contracts are less than or equal to twelve months. Changes in the balance of total deferred revenue during the nine months ended September 30, 2021 are as follows: (Dollars in Thousands) December 31, 2020 Additions Revenue September 30, 2021 Unearned revenue $ 2,759 3,161 (1,088) $ 4,832 During the three and nine months ended September 30, 2021, the Company recognized approximately $0.2 million and $1.1 million, respectively, of revenue related to amounts unearned as of December 31, 2020. Remaining Performance Obligations |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2021 | |
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 the reporting unit. The fair value of the reporting unit is estimated using a combination of three approaches, all equally weighted: a) discounted cash flow analysis (income approach), b) fair value of comparable transactions (transaction approach) and c) enterprise value to revenue multiple for comparable companies (market approach). Potential impairment is indicated when the carrying value of a reporting unit exceeds its estimated fair value. The Company’s carrying amount of goodwill at December 31, 2020 and 2019 is approximately $118.7 million. As discussed in Note 1 “Organization and Summary of Significant Accounting Policies,” the Company tested goodwill for impairment as of October 1, 2020 and 2019 and the fair value of the reporting unit exceeded the carrying value and therefore, during the years ended December 31, 2020 and 2019, there were no changes in the recognized amounts of goodwill. A summary of the Company’s intangible assets is as follows: December 31, 2020 December 31, 2019 (Dollars in thousands) Intangible Accumulated Amortization Intangible Accumulated Amortization Trade names $ 4,600 $ 1,457 $ 4,600 $ 1,227 Consumer customer relationships 2,500 1,583 2,500 1,333 PMG customer relationships 600 158 600 134 Management Service Agreement (Complete MD) 2,200 722 2,200 584 9,900 $ 3,920 9,900 $ 3,278 Less accumulated amortization. (3,920) (3,278) Intangible assets, net. $ 5,980 $ 6,622 The remaining weighted average life of all amortizable intangible assets is approximately 10.75 years at December 31, 2020. Amortization expense for intangible assets was approximately $0.6 million for the years ended December 31, 2020, 2019 and 2018. Estimated amortization expense for the Company’s intangible assets for the following five years is as follows: Year ending December 31: (Dollars in Thousands) 2021 $ 643 2022 643 2023 643 2024 559 2025 393 Thereafter 3,099 Total $ 5,980 A summary of the Company’s intangible assets is as follows: September 30, 2021 December 31, 2020 (Dollars in thousands) Intangible Accumulated Intangible Accumulated Trade names $ 4,600 $ 1,629 $ 4,600 $ 1,457 Consumer customer relationships $ 2,500 $ 1,771 $ 2,500 $ 1,583 PMG customer relationships $ 600 $ 177 $ 600 $ 158 Management Service Agreement (Complete MD) $ 2,200 $ 825 $ 2,200 $ 722 $ 9,900 $ 4,402 $ 9,900 $ 3,920 Less accumulated amortization $ (4,402) $ (3,920) Intangible assets, net $ 5,498 $ 5,980 The remaining weighted average life of all amortizable intangible assets is approximately 10 years at September 30, 2021. Amortization expense for intangible assets was approximately $0.2 million for both the three months ended September 30, 2021 and 2020, respectively, and $0.5 million for both the nine months ended September 30, 2021 and 2020, respectively. Estimated amortization expense for the Company’s intangible assets for the following five years is as follows: (Dollars in Thousands) Remainder of 2021 $ 160 2022 643 2023 643 2024 559 2025 393 Thereafter 3,100 Total $ 5,498 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company leases office space under various operating lease agreements. The initial terms of these leases range from 2 to 7 years and generally provide for periodic rent increases and renewal options. The components of lease expense were as follows (in thousands): (Dollars in Thousands) For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Operating lease cost $ 475 $ 1,406 Cash paid for amounts included in the measurement of lease liabilities - operating leases $ 1,629 Weighted-average remaining lease term - operating leases 4.8 Years Weighted-average discount rate - operating leases 3.5 % The aggregate future lease payments for operating leases in the years subsequent to September 30, 2021 are as follows: (Dollars in Thousands) Remainder of 2021 $ 549 2022 2,213 2023 2,261 2024 2,274 2025 2,237 Thereafter 1,407 Total future lease payments 10,941 Imputed interest (901) Total $ 10,040 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2021 | |
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: December 31, (Dollars in Thousands) 2020 2019 Furniture and fixtures $ 1,073 $ 1,076 Computer equipment 1,051 869 Leasehold improvements 4,863 4,661 6,987 6,606 Less accumulated depreciation and amortization (2,173) (984) Property and equipment, net $ 4,814 $ 5,622 Depreciation expense, including amortization of leasehold improvements, was approximately $1.2 million, $0.8 million and $0.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. A summary of the Company’s property and equipment, net is as follows: (Dollars in Thousands) September 30, 2021 December 31, 2020 Furniture and fixtures $ 1,110 $ 1,073 Computer equipment 1,430 1,051 Leasehold improvements 4,827 4,863 7,367 6,987 Less accumulated depreciation and amortization (3,026) (2,173) Property and equipment, net $ 4,341 $ 4,814 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following: December 31, (Dollars in Thousands) 2020 2019 Accrued employee compensation and benefits $ 6,167 $ 3,475 Bonuses payable 10,418 8,836 Other accrued expenses 14,600 15,628 Total accrued expenses. $ 31,185 $ 27,939 Accrued expenses consisted of the following: (Dollars in Thousands) September 30, 2021 December 31, 2020 Accrued employee compensation and benefits $ 5,587 $ 6,167 Bonuses payable 7,903 10,418 Other accrued expenses 17,813 14,600 Total accrued expenses $ 31,303 $ 31,185 |
Note Payable
Note Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Note Payable | Note Payable The Company’s note payable consists of the following: December 31, (Dollars in Thousands) 2020 2019 Note payable $ 34,125 $ 35,000 Less debt issuance costs (466) (600) Less current portion (875) (875) Note payable, net $ 32,784 $ 33,525 On August 15, 2016, the Company entered into a Loan and Security Agreement with a third-party financial institution. The debt agreement provided for up to $30.0 million in term loans that were scheduled to mature on September 1, 2020 at the greater of prime plus 7.45% or 10.95% payable monthly. The Company borrowed $20.0 million initially in August 2016 and an additional $10.0 million in May 2017. The financing allowed for early repayment if the Company paid a pre-payment fee of 3% during the first 12 months, 2% between 12 and 24 months and 0.5% between 24 months and 36 months. On November 15, 2019, this debt was fully repaid using proceeds from a new credit facility the Company entered into with another third-party financial institution. Unamortized debt issuance costs of approximately $0.1 million were written off. On November 15, 2019, the Company entered into a Credit Agreement with a third-party financial institution. The debt agreement provides for up to $35.0 million in term loans that mature on November 15, 2024 with interest payable monthly at the lesser of LIBOR plus 2.5% or ABR plus 1.5% payable monthly (4.24% at December 31, 2019), plus up to an additional $10.0 million of financing in the form of a revolving loan. The revolving loan 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. During the first year of any loans, the financing allows for early repayment of part or all of the term loans in increments of $0.5 million with a pre-payment fee of 1% of any debt prepaid. After the first year from any borrowing, the debt may be repaid without the pre-payment fee. During March 2020, the Company borrowed $10.0 million against the revolving loan, which bears interest at the lesser of LIBOR + 2.5% or ABR + 1.5% payable monthly and matures November 15, 2024. These borrowings were repaid in 2020 with $5.0 million repaid in July 2020 and $5.0 million repaid in September 2020. On July 17, 2020, the Company increased its capacity under the revolving loan to $15.0 million. As of December 31, 2020 and 2019 there were no amounts outstanding under the revolving loan. Interest expense relating to the note payable and revolving loan was approximately $1.9 million, $4.0 million and $3.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. Debt issuance costs relating to the term loans of approximately $0.6 million have been capitalized and are being amortized over the life of the loan using the effective interest method. Amortization expense, including amounts written off in 2020, of approximately $0.1 million, $0.3 million and $0.1 million was recorded for the years ended December 31, 2020, 2019 and 2018, respectively. Substantially all of the Company’s real and personal property serve as collateral under the above debt arrangements. The Credit Agreement requires the Company to maintain (i) a consolidated fixed charge coverage ratio not less than 1.25 to 1.0, and (ii) a consolidated leverage ratio of no more than 4.0 to 1.0 on December 31, 2020, 3.5 to 1.0 on March 31, 2021 and 3.0 to 1.0 thereafter. The Company is in compliance with its debt covenants for the years ended December 31, 2020, and 2019. Annual aggregate principal payments applicable to long-term debt for years subsequent to December 31, 2020 are as follows: Year ending December 31: (Dollars in Thousands) 2021 $ 875 2022 1,750 2023 2,625 2024 28,875 2025 — Total $ 34,125 The Company’s Credit Facilities consists of the following: (Dollars in Thousands) September 30, 2021 December 31, 2020 Note payable $ 33,469 $ 34,125 Less debt issuance costs (930) (466) Less current portion (875) (875) Note payable, net $ 31,664 $ 32,784 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 ABR plus 1.0% payable monthly (3.0% at September 30, 2021), 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. As of September 30, 2021, the Company had $33.5 million in principal amount of indebtedness outstanding under the Term Loan Facility. As of September 30, 2021, “springing” financial covenants were not applicable. During March 2020, the Company borrowed $10.0 million under the Revolving Loan Facility, which bore interest at the lesser of LIBOR + 2.5% or ABR + 1.5% payable monthly. These borrowings were repaid in 2020 with $5.0 million repaid in July 2020 and $5.0 million repaid in September 2020. On August 30, 2021, the Company increased its capacity under the Revolving Loan Facility from $15.0 million to $65.0 million. As of September 30, 2021 and December 31, 2020 there were no amounts outstanding under the Revolving Loan Facility. Interest expense relating to the Credit Facilities was approximately $0.3 million and $0.5 million for the three months ended September 30, 2021 and 2020, respectively, and $0.9 million and $1.5 million for the nine months ended September 30, 2021, and 2020, respectively. Debt issuance costs relating to the Credit Facilities of approximately $0.9 million have been capitalized and are being amortized over the life of the Credit Facilities using the effective interest method. Amortization expense of approximately $0.1 million was recorded for both the nine months ended September 30, 2021 and 2020, respectively, and a de minimis amount for both the three months ended September 30, 2021 and 2020, respectively. Substantially all of the Company’s real and personal property serve as collateral under the above debt arrangements. Annual aggregate principal payments applicable to the note payable for years subsequent to September 30, 2021 are as follows: (Dollars in Thousands) Remainder of 2021 $ 219 2022 875 2023 875 2024 1,313 2025 1,750 Thereafter 28,437 Total $ 33,469 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The (benefit from) provision for income taxes for years ending December 31, 2020, 2019 and 2018 are as follows: December 31, (Dollars in Thousands) 2020 2019 2018 Current: Federal $ — $ — $ — State and Local 363 492 182 Total current. 363 492 182 Deferred: Federal (6,440) 546 (197) State and Local (1,364) 169 (61) Total deferred (7,804) 715 (258) Total (Benefit from) provision for incomes taxes. $ (7,441) $ 1,207 $ (76) Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and deferred tax liabilities as of December 31, 2020 and 2019 are as follows: December 31, (Dollars in Thousands) 2020 2019 Deferred tax assets Net operating loss carryforwards $ 9,758 $ 13,480 Stock compensation 657 545 Other accruals 531 1,969 Total deferred tax assets 10,946 15,994 Deferred tax liabilities Fixed and intangible assets (5,993) (5,165) Total deferred tax liabilities (5,993) (5,165) Deferred tax assets, net 4,953 10,829 Less: valuation allowance — (13,710) Deferred tax asset (liability), net $ 4,953 $ (2,881) For the year ended December 31, 2020, the Company completed an assessment of the likelihood of realizing all or some portion of its net deferred tax assets. This assessment concluded that the Company realized positive cumulative income over the last three years and combined with the forecast of future taxable income, it determined it was more likely than not that the Company will be in a position to realize the benefits of the deferred tax asset. As such, the valuation allowance was removed, which resulted in a net deferred tax asset balance as of December 31, 2020. For the year ended December 31, 2019, the Company’s assessment considered the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies and concluded that it was more likely than not that a portion of deferred tax assets are not realizable and, accordingly, recorded a valuation allowance of approximately $13.7 million as of December 31, 2019. The net deferred tax liability in 2019 is the result of indefinite-lived liabilities related to intangible assets. As of December 31, 2020, the Company has generated Federal and State net operating loss carryforwards of approximately $39.5 million and $29.6 million (post-apportioned state NOL) respectively, that begin to expire in 2034. The following is a reconciliation of income tax computed at the Federal statutory income tax rate to the (benefit from) provision for income taxes: Amount Percent December 31, December 31, (Dollars in Thousands) 2020 2019 2018 2020 2019 2018 Tax benefit computed at Federal statutory income tax rate $ 4,927 $ 1,922 $ (896) 21.0 % 21.0 % 21.0 % Permanent items — 124 100 — 1.4 (2.3) State tax expense, net of Federal benefit 1,426 901 (62) 6.1 9.8 1.5 Valuation allowance (13,710) (2,125) 755 (58.4) (23.2) (17.7) Rate change (56) — — (0.2) — — Other (28) 385 27 (0.1) 4.2 (0.6) (Benefit from) provision for income taxes $ (7,441) $ 1,207 $ (76) (31.6) % 13.2 % 1.9 % The permanent items impacting the income tax provision are primarily attributable to the non-deductibility of meals and entertainment. The 2020, 2019 and 2018 Federal and state income tax returns are within the statute of limitations (“SOL”) and are currently not under examination by any Federal or state tax authority. The Tax Act enacted on December 22, 2017 reduced the U.S. federal corporate income tax rate from 35% to 21%, effective January 1, 2018. The SEC staff issued Staff Accounting Bulletin 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification 740, Income Taxes (“ASC 740”). The Company has completed its accounting for the tax effects of the Tax Act. The Company recorded an income tax benefit of $2.2 million and $8.6 million for the three months ended September 30, 2021 and 2020, respectively, and a income tax benefit of $20.2 million and $7.4 million for the nine months ended September 30, 2021 and 2020, respectively. This represents an estimated annual effective tax rate of 9.7% and 1.0% as of September 30, 2021 and 2020, respectively. 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. The effective tax rate for the three and nine month periods ended September 30, 2020 was lower than the statutory rate due primarily to the reversal of the allowance on the deferred tax asset. Additionally, the benefit for the 3 months ended September 30, 2020 is higher than the nine months ended September 30, 2020 due to the release of the valuation allowance in the third quarter of 2020 as that is the period that the weight of all available evidence outweighed the weight of the negative evidence when evaluating the ability for the deferred tax asset to be realized in the future. Prior to the third quarter in 2020, tax expense was realized as a result of the increase in the deferred tax liability with all other deferred tax balances offset by the full valuation allowance recorded. We consider 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 some portion of the DTAs will be realized in the future. As of September 30, 2021 and 2020, 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, 2021 | |
Equity [Abstract] | |
Share-based Compensation | Share-based Compensation 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. Stock option activity The following table summarizes information about the PH Parent Option Plan transactions: Options Outstanding Weighted- Average Weighted- Average Weighted- Average Remaining Contractual Balance at December 31, 2017 3,907,067 $ 2.34 $ 0.55 8.20 Granted in 2018 14,202,635 2.00 0.32 Exercised in 2018 (53,079) 2.00 0.32 Cancelled in 2018 (2,087,359) 2.35 0.49 Forfeited in 2018 (525,152) 2.36 0.63 Balance at December 31, 2018 15,444,112 $ 2.03 $ 0.34 9.45 Granted in 2019 3,202,435 2.00 0.36 Exercised in 2019 — — — Cancelled in 2019 (227,600) 2.36 0.52 Forfeited in 2019 (771,114) 2.12 0.42 Balance at December 31, 2019 17,647,833 $ 2.01 $ 0.34 8.71 Granted in 2020 830,194 2.00 0.37 Exercised in 2020 (54,268) 2.00 0.32 Cancelled in 2020 — — — Forfeited in 2020 (122,800) 2.22 0.46 Balance at December 31, 2020 18,300,959 $ 2.01 $ 0.34 7.82 Exercisable options 3,276,976 $ 2.00 $ 0.32 7.76 The aggregate intrinsic value of options exercised for the years ended December 31, 2020, 2019 and 2018 was $0. Approximately 27% of these options granted in 2019 and 2018 vest based on requisite service period ranging from zero For the time-based options, approximately 50% vested in 2018 and approximately 50% remained unvested at December 31, 2018. The vested and unvested options had a weighted-average fair value of $0.32 per share at August 28, 2018. Of the 14,202,635 options that were granted in 2018, 2,087,359 options for 22 employees relate to reissuing of options that were cancelled in 2018. These options were considered to be modified in accordance with ASC 718 since unlike the cancelled options, the reissued options can vest and become exercisable, at least in part, prior to achievement of a liquidity event. For the time-based options, approximately 17% vested in 2019 and approximately 83% remained unvested at December 31, 2019. The vested and unvested options had a weighted-average fair value of $0.36 per share. Of the 3,202,435 options that were granted in 2019, 227,600 options relate to reissuing of options that were cancelled in 2019. These options were considered to be modified in accordance with ASC 718 since unlike the cancelled options, the reissued options can vest and become exercisable, at least in part, prior to achievement of a liquidity event. For the time-based options issued in 2020, approximately 1% vested in 2020 and approximately 99% remain unvested at December 31, 2020. The vested and unvested options had a weighted-average fair value of $0.40 per share. Share-based compensation expense The estimated fair value of the outstanding time-based options is recognized as share-based compensation expense over the vesting period of the options. For the years ended December 31, 2020, 2019 and 2018, the Company recognized share-based compensation expense of approximately $0.5 million, $0.2 million and $1.9 million, respectively, related to the time-based options, which is included in general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2020, 2019 and 2018, respectively, the Company has approximately $0.8 million, $1.2 million and $1.1 million of unrecognized share-based compensation expense related to unvested time-based options. Future share-based compensation expense will be recognized on a straight-line basis over the remaining vesting period for the time-based options. We estimate the fair value of the options granted using the Monte Carlo option pricing model with the following assumptions presented on a weighted average basis: December 31, 2020 2019 2018 Expected term in years 5 5 5 Expected stock price volatility 51.2 % 39.1 % 43.8 % Risk-free interest rate 0.36 % 1.69 % 2.53 % Expected dividend yield 0.0 % 0.0 % 0.0 % Estimated fair value per option granted $ 0.66 $ 0.36 $ 0.32 The Company did not recognize any share-based compensation expense related to the performance-based options as the shares are only exercisable upon a liquidity event which did not occur during the period. Anthem 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 Anthem. As of May 3, 2021, Anthem holds 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” or “Prior 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 we expect to recognize 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 Prior 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 the IPO, 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 Prior Plan and Plan: Number of Shares Weighted- Weighted- Weighted- Balance at December 31, 2020 18,300,959 2.01 0.34 7.82 Granted 3,730,717 23.16 9.58 Exercised (328,323) 2.11 0.48 Forfeited (172,547) 9.73 3.75 Balance at September 30, 2021 21,530,806 $ 5.61 1.91 7.51 Exercisable at September 30, 2021 12,272,394 $ 2.01 0.34 7.01 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, 2020 — — Granted 1,199,315 $ 23.19 Vested (195,652) $ 23.00 Forfeited (14,011) $ 23.00 Unvested and outstanding at September 30, 2021 989,652 $ 23.23 Stock-based compensation expense Total stock-based compensation expense for the three months ended September 30, 2021 and 2020, was approximately $25.8 million and $0.1 million, respectively, and $228.5 million and $0.4 million for the nine months ended September 30, 2021 and 2020, respectively. At September 30, 2021, there was approximately $119.1 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 1.0 year. 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) 2021 2020 2021 2020 Cost of platform $ 4,947 $ — $ 40,987 $ — Sales and marketing 1,028 — 8,723 — General and administrative 19,825 121 178,751 363 Total stock-based compensation $ 25,800 $ 121 $ 228,461 $ 363 |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation 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. Stock option activity The following table summarizes information about the PH Parent Option Plan transactions: Options Outstanding Weighted- Average Weighted- Average Weighted- Average Remaining Contractual Balance at December 31, 2017 3,907,067 $ 2.34 $ 0.55 8.20 Granted in 2018 14,202,635 2.00 0.32 Exercised in 2018 (53,079) 2.00 0.32 Cancelled in 2018 (2,087,359) 2.35 0.49 Forfeited in 2018 (525,152) 2.36 0.63 Balance at December 31, 2018 15,444,112 $ 2.03 $ 0.34 9.45 Granted in 2019 3,202,435 2.00 0.36 Exercised in 2019 — — — Cancelled in 2019 (227,600) 2.36 0.52 Forfeited in 2019 (771,114) 2.12 0.42 Balance at December 31, 2019 17,647,833 $ 2.01 $ 0.34 8.71 Granted in 2020 830,194 2.00 0.37 Exercised in 2020 (54,268) 2.00 0.32 Cancelled in 2020 — — — Forfeited in 2020 (122,800) 2.22 0.46 Balance at December 31, 2020 18,300,959 $ 2.01 $ 0.34 7.82 Exercisable options 3,276,976 $ 2.00 $ 0.32 7.76 The aggregate intrinsic value of options exercised for the years ended December 31, 2020, 2019 and 2018 was $0. Approximately 27% of these options granted in 2019 and 2018 vest based on requisite service period ranging from zero For the time-based options, approximately 50% vested in 2018 and approximately 50% remained unvested at December 31, 2018. The vested and unvested options had a weighted-average fair value of $0.32 per share at August 28, 2018. Of the 14,202,635 options that were granted in 2018, 2,087,359 options for 22 employees relate to reissuing of options that were cancelled in 2018. These options were considered to be modified in accordance with ASC 718 since unlike the cancelled options, the reissued options can vest and become exercisable, at least in part, prior to achievement of a liquidity event. For the time-based options, approximately 17% vested in 2019 and approximately 83% remained unvested at December 31, 2019. The vested and unvested options had a weighted-average fair value of $0.36 per share. Of the 3,202,435 options that were granted in 2019, 227,600 options relate to reissuing of options that were cancelled in 2019. These options were considered to be modified in accordance with ASC 718 since unlike the cancelled options, the reissued options can vest and become exercisable, at least in part, prior to achievement of a liquidity event. For the time-based options issued in 2020, approximately 1% vested in 2020 and approximately 99% remain unvested at December 31, 2020. The vested and unvested options had a weighted-average fair value of $0.40 per share. Share-based compensation expense The estimated fair value of the outstanding time-based options is recognized as share-based compensation expense over the vesting period of the options. For the years ended December 31, 2020, 2019 and 2018, the Company recognized share-based compensation expense of approximately $0.5 million, $0.2 million and $1.9 million, respectively, related to the time-based options, which is included in general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2020, 2019 and 2018, respectively, the Company has approximately $0.8 million, $1.2 million and $1.1 million of unrecognized share-based compensation expense related to unvested time-based options. Future share-based compensation expense will be recognized on a straight-line basis over the remaining vesting period for the time-based options. We estimate the fair value of the options granted using the Monte Carlo option pricing model with the following assumptions presented on a weighted average basis: December 31, 2020 2019 2018 Expected term in years 5 5 5 Expected stock price volatility 51.2 % 39.1 % 43.8 % Risk-free interest rate 0.36 % 1.69 % 2.53 % Expected dividend yield 0.0 % 0.0 % 0.0 % Estimated fair value per option granted $ 0.66 $ 0.36 $ 0.32 The Company did not recognize any share-based compensation expense related to the performance-based options as the shares are only exercisable upon a liquidity event which did not occur during the period. Anthem 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 Anthem. As of May 3, 2021, Anthem holds 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” or “Prior 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 we expect to recognize 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 Prior 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 the IPO, 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 Prior Plan and Plan: Number of Shares Weighted- Weighted- Weighted- Balance at December 31, 2020 18,300,959 2.01 0.34 7.82 Granted 3,730,717 23.16 9.58 Exercised (328,323) 2.11 0.48 Forfeited (172,547) 9.73 3.75 Balance at September 30, 2021 21,530,806 $ 5.61 1.91 7.51 Exercisable at September 30, 2021 12,272,394 $ 2.01 0.34 7.01 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, 2020 — — Granted 1,199,315 $ 23.19 Vested (195,652) $ 23.00 Forfeited (14,011) $ 23.00 Unvested and outstanding at September 30, 2021 989,652 $ 23.23 Stock-based compensation expense Total stock-based compensation expense for the three months ended September 30, 2021 and 2020, was approximately $25.8 million and $0.1 million, respectively, and $228.5 million and $0.4 million for the nine months ended September 30, 2021 and 2020, respectively. At September 30, 2021, there was approximately $119.1 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 1.0 year. 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) 2021 2020 2021 2020 Cost of platform $ 4,947 $ — $ 40,987 $ — Sales and marketing 1,028 — 8,723 — General and administrative 19,825 121 178,751 363 Total stock-based compensation $ 25,800 $ 121 $ 228,461 $ 363 |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plans The Company has a voluntary 401(k) savings plan |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions The Company had various note payable agreements with BHPS which is a subsidiary of BHG Holdings. Effective September 18, 2019, $13.3 million of the notes were assigned to BHG Holdings and the related interest payable was paid by the Company, leaving $8.7 million outstanding. On September 18, 2019 the $13.3 million obligation was forgiven. Principal payments on the notes payable with BHPS were due within three years of inception of the notes, with maturity dates ranging from December 2020 to December 2021. However, the related party notes payable were subordinated to the third-party financing and cannot be repaid without prior authorization from the third-party lender. Refer to Note 7 “Note Payable” for further details. On January 30, 2018, the Company entered into a Promissory Note Agreement (“APNA”) with affiliated investors. The APNA borrowed $15.3 million in term loans that matured on January 30, 2020 (“Maturity Date”) with interest payable on the Maturity Date at a rate of 17.5%. The APNA may be repaid early without the pre-payment fee and was subordinated to the third-party financing and cannot be repaid without prior authorization from the third-party lender. Refer to Note 7 “Note Payable” for further details. The APNA was repaid in full on November 15, 2019 including all interest due and payable. The Company had both due to related parties and due from related parties for amounts funded and borrowed from affiliates as well as for services provided by related parties. As of December 31, 2019, the net due from affiliate balances was $4.0 million. On October 31, 2020, the $4.0 million of related party receivables was used to repay $4.0 million of the Notes payable to related parties, leaving $4.7 million of Notes payable to related parties. The Company paid interest of $0.2 million through October 31, 2020. In addition, on December 22, 2020, the remaining $4.7 million of Notes payable to related parties were converted to a capital contribution, leaving no remaining Notes payable to related parties outstanding as of December 31, 2020. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company is obligated under non-cancelable operating leases for office space expiring at various dates through 2026. The required total lease payments for each year subsequent to December 31, 2020 are as follows: Year ending December 31: (Dollars in Thousands) 2021 $ 2,413 2022 2,213 2023 2,261 2024 2,274 2025 2,237 Thereafter 1,408 Total $ 12,806 Rent expense was approximately $2.5 million, $3.4 million and $2.5 million for the years ended December 31, 2020, 2019 and 2018, respectively. Contractual Obligations On September 15, 2015, the Company entered into an agreement with a large physician practice where Privia would pay up to $5.0 million in exchange for a ten-year services agreement of which $4.0 million was paid in 2015. The remaining $1.0 million was due if the practice eliminated its ability to terminate the agreement on or before September 15, 2018. The option expired as it was not exercised by September 15, 2018. Accordingly, the Company recorded a $4.0 million asset in 2015 to be amortized over the ten-year period of the services agreement. The Company recorded approximately $0.4 million of amortization expense related to this asset for both the years ended December 31, 2019 and 2018. As of December 31, 2019, approximately $2.3 million is included in other long-term assets in the accompanying consolidated balance sheets. On June 24, 2020, the physician practice terminated their agreement and paid an early termination fee of $2.1 million, leaving no balance as of December 31, 2020. On April 5, 2016, the Company entered into an agreement with a physician practice where the Company agreed to provide up to $2.5 million to help grow the practice. No amounts have been provided as of December 31, 2020 and 2019 under this agreement. The Company has purchase commitments of $2.2 million that will be coming due over the next three years. Legal Contingencies We are involved, from time to time, in lawsuits arising in the normal course of business. We believe these pending lawsuits will not have a material adverse impact on our financial position or statement of operations or cash flows. |
Concentrations of Credit Risk
Concentrations of Credit Risk | 9 Months Ended |
Sep. 30, 2021 | |
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 December 31, 2020, 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%, 74% and 69% of such payments for the years ended December 31, 2020, 2019 and 2018, 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 December 31, 2020, 2019 and 2018, the Company had six payers within the network that made up approximately 70%, 69% and 68%, respectively, of accounts receivable. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share A reconciliation of net income (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: December 31, (in thousands, except for share and per share amounts) 2020 2019 2018 Net income (loss) attributable to Privia Health Group, Inc. common stockholders $ 31,244 $ 8,244 $ (3,044) Weighted average common shares outstanding - basic 95,950,062 95,931,549 95,880,506 Potentially dilutive stock options — — — Weighted average common share outstanding - diluted 95,950,062 95,931,549 95,880,506 Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic and diluted $ 0.33 $ 0.09 $ (0.03) The treasury stock method is used to consider the effect of the potentially dilutive stock options. The following weighted-average outstanding shares of potentially dilutive securities were excluded from computation of diluted loss per share attributable to common shareholders for the period presented because including them would have been antidilutive: December 31, 2020 2019 2018 Potentially dilutive stock options to purchase common shares 18,300,959 17,647,833 15,444,112 Total potential dilutive shares 18,300,959 17,647,833 15,444,112 A reconciliation of net (loss) income available to common shareholders and the number of shares in the calculation of basic and diluted earnings (loss) income 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) 2021 2020 2021 2020 Net (loss) income attributable to Privia Health Group, Inc. common stockholders $ (9,115) $ 16,685 $ (176,251) $ 27,380 Weighted average common shares outstanding - basic and diluted 105,896,622 95,950,929 101,576,775 95,945,804 Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic and diluted $ (0.09) $ 0.17 $ (1.74) $ 0.29 The treasury stock method is used to consider the effect of the potentially dilutive stock options. The following weighted-average outstanding shares of potentially dilutive securities were excluded from computation of diluted loss per share attributable to common shareholders for the period presented because including them would have been antidilutive: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Potentially dilutive stock options and RSUs to purchase common shares 20,352,659 17,952,492 20,410,709 17,977,529 Total potentially dilutive shares 20,352,659 17,952,492 20,410,709 17,977,529 |
Segment Financial Information
Segment Financial Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Financial Information | Segment Financial Information The Company determined in accordance with ASC Topic 280, Segment Reporting (“ASC 280”), that the Company operates in and reports as a single operating segment, which is to care for its patient’s needs. Operating segments are identified as components of an enterprise where separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, who reviews financial operating results on a regular basis for the purpose of allocating resources and evaluating financial performance. The Company defines its CODM as its Chief Executive Officer, who regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. Although the Company derives its revenues from a number of different geographic regions, the Company neither allocates resources based on the operating results from the individual regions, nor manages each individual region as a separate business unit. The Company’s CODM manages the operations on a consolidated basis to make decisions evaluation by the chief operating decision maker (“CODM”), or decision-making group, who reviews financial operating results on a regular basis for the purpose of allocating resources and evaluating financial performance. The Company defines its CODM as its Chief Executive Officer, who regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. Although the Company derives its revenues from a number of different geographic regions, the Company neither allocates resources based on the operating results from the individual regions, nor manages each individual region as a separate business unit. The Company’s CODM manages the operations on a consolidated basis to make decisions about overall corporate resource allocation and to assess overall corporate profitability. As of September 30, 2021 and December 31, 2020, all of the Company’s long-lived assets were located in the United States and for the three and nine months ended September 30, 2021 and 2020 all revenue was earned in the United States. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated subsequent events through March 16, 2021, representing the date on which the consolidated financial statements were issued. Events Subsequent to Original Issuance of Consolidated Financial Statements (unaudited) Amended and Restated Certificate of Incorporation On April 6, 2021, the Board of Directors approved an Amended and Restated Certificate of Incorporation, which, among other matters, authorizes the Company to issue up to 1,000,000,000 shares of common stock, par value $0.01 per share and up to 100,000,000 shares of preferred stock, par value $0.01 per share. Option Plan Modification On April 1, 2021, the Board of Directors approved a modification contingent upon the consummation of the IPO to the PH Group Parent Corp. Stock Option Plan to the vesting conditions of certain outstanding stock option grants to certain employees and consultants. The modification would accelerate by one year any time vested option that was not previously 100% vested and modify the vesting condition of the performance based options to vest 60% at IPO, 20% 12 months after IPO and 20% 18 months after IPO. The modification would also accelerate the CEO’s time based options an additional four months such that 100% of his time based options are vested. We expect to recognize stock-based compensation of $167.0 million in the second quarter of 2021 related to the modification and generate an additional $118.0 million of additional stock compensation expense over the eighteen months following the completion of the IPO. 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% of our common stock issued and outstanding after the close of this offering. The Plan also allows for an automated increase on the first day of each fiscal year following the effective date of the Incentive 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 our board of directors 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, 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 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 expects that 1,183,871 restricted stock units will be issued at the offering price and 3,683,217 options will be issued, with a strike price equal to the offering price, at the time of the offering. These issuances are expected to generate stock compensation of $62.3 million to be expensed over the next four years starting on the effective date of the IPO as both the restricted stock units and stock options vest. Anthem Private Placement |
Condensed Financial Information
Condensed Financial Information (Parent Company Only) | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Financial Information (Parent Company Only) | Condensed Financial Information (Parent Company Only) Privia Health Group, Inc (“Parent”) (Parent Company Only) Condensed Balance Sheets (in thousands) As of December 31, 2020 2019 Assets Current assets: Cash and cash equivalents $ 466 $ 1,501 Total current assets 466 1,501 Non-current assets: Due from affiliates — 4,030 Investment in sub 146,158 114,212 Other long-term assets 124 125 Total non-current assets 146,282 118,367 Total assets $ 146,748 $ 119,868 Liabilities and stockholders’ equity Current liabilities: Current liabilities $ — $ 3,456 Total current liabilities — 3,456 Non-current liabilities: Non-current liabilities — 6,200 Total non-current liabilities — 6,200 Total liabilities — 9,656 Commitments and contingencies (Note 12) Stockholders’ equity: Common stock, 0.01 par value, 150,000,000 shares authorized; 95,985,817 and 95,931,549 shares issued and outstanding at December 31, 2020 and 2019, respectively 960 959 Additional paid-in capital 165,666 160,375 Accumulated deficit (19,878) (51,122) Total stockholders’ equity 146,748 110,212 Total liabilities and stockholders’ equity $ 146,748 $ 119,868 Privia Health Group, Inc. (“Parent”) (Parent Company Only) Condensed Statements of Operations Year Ended December 31, (Amounts in thousands, except share and per share data) 2020 2019 2018 Revenue $ — $ — $ — Operating expenses 34 270 — Total operating expenses 34 270 — Operating Loss (34) (270) — Interest expense 184 2,653 2,551 Net loss before provision for income taxes (218) (2,923) (2,551) Provision for income taxes — 4 88 Equity in net income (loss) of subsidiaries 31,462 11,164 (581) Net income (loss) $ 31,244 $ 8,245 $ (3,044) Summary Cash Flow Information Parent received $15.4 million in cash inflows in 2018, $15.3 million related to APNA (see Note 11, “Related-Party Transactions”) and $0.1 million from a stock option exercise. Parent had cash outflows in 2018 of $13.4 million to related parties. This included $13.3 million in funding for related parties and $0.1 million in operating expenses. In 2019, Parent received $20 million of cash from related parties and repaid the APNA related party note of $14.6 million as well as paid $5.1 million in interest related to the APNA note and an additional $0.6 million of interest on other related party notes. Parent also paid $0.2 million in operating expenses. In 2020, Parent’s cash decreased by $1.0 million primarily due to cash outflows of $0.7 million related to tax withholding and interest payments of $0.4 million partially offset by cash inflows of $0.1 million related to the exercise of stock options. Basis of Presentation Parent is a holding company with no material operations of its own that conducts substantially all of its activities through its subsidiaries. Parent has no direct outstanding debt obligations. Parent owns 100% of PH Group Holdings Corp. However, PH Group Holdings Corp, a wholly owned subsidiary, as borrower under its 2019 Credit Agreement, was limited in its ability to declare dividends, fund a dividend or other distribution to the Parent. For a discussion of the 2019 Credit Agreement, refer to Note 7 “Note Payable”. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The 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 consolidated statements of operations within the operating expense categories of physician and practice expense, cost of platform, selling and marketing, and general and administrative are recorded exclusive of depreciation and amortization. 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 physician and practice 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. 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 the Non-Owned Medical Groups and their Affiliated Practices as well as its relationship with 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; nor does the Company have an ownership in Non-Owned Medical Groups. The PMSA and SSA entered by Non-Owned 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. 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). 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 Group’s do not represent VIEs. Accordingly, the Company has not consolidated the financial position, results of operations or cash flows of the Non-Owned Medical Group’s that are affiliated with the Company by means of a service agreement for the years ended December 31, 2020, 2019 and 2018. 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 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. Privia Physicians join the medical group in their geographic market as an owner of such medical group. Certain of our medical groups are majority-owned by the Company (each, an “Owned Medical Group”), with Privia |
Use of Estimates | Use of Estimates The preparation of 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, share-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. 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 |
Operating Segments | 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. Refer to Note 15 “Segment Financial Information” for additional information concerning the Company’s services. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes within other assets certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings, including the planned initial public offering, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all unrestricted, liquid financial instruments purchased with original maturity dates of three months or less to be cash equivalents. Cash equivalents are stated at cost which approximates fair value. |
Accounts Receivable | Accounts Receivable Substantially all of the Company’s accounts receivable relate to providing health care services to patients whose costs are primarily paid by federal and state governmental authorities or commercial insurance companies. The Company reports accounts receivable at an amount equal to the consideration the Company expects to receive in exchange for providing healthcare services to its patients, which is estimated using historical reimbursement rates, and an analysis of past experience to estimate potential adjustments. Management writes-off receivables when they are deemed uncollectible because of circumstances that affect the ability of payers and self-pay patients to make payments as they occur. While write-offs of customer accounts have historically been within our expectations and the provisions established, management cannot guarantee that the |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consist of furniture and fixtures, leasehold improvements, and computer hardware and software and are stated at cost, less accumulated depreciation and amortization. Depreciation is recognized on a straight-line method over the assets’ estimated useful lives, which for leasehold improvements are the lesser of the lease terms or the life of the asset, and three |
Internal-Use Software | Internal-Use Software The Company capitalizes costs related to internal-use software during the application development stage including consulting costs and compensation expenses related to employees who devote time to development projects. Costs incurred in the preliminary stages of development activities and post implementation activities are expensed in the period incurred and included in cost of platform expense in the consolidated statements of operations. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. The Company records capitalized software development costs in property and equipment, net. Capitalized internal-use software costs are amortized on a straight-line basis over the software’s estimated useful life. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss can be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss is based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2020 or 2019. |
Goodwill | Goodwill Goodwill represents the excess of the aggregate purchase price over the estimated fair value of net assets acquired in accordance with ASC Topic 805, Business Combinations (“ASC 805”). In accordance with ASC Topic 350, Intangibles – Goodwill and Other (“ASC 350”), goodwill is recognized as an asset and is tested for impairment annually and between annual tests whenever events or changes in circumstances indicate that impairment may have occurred. Goodwill impairment is assessed based on a comparison of the estimated fair value of each reporting unit to the underlying carrying value of the reporting unit’s net assets, including goodwill. An impairment charge is recognized for the amount that the carrying value exceeds the reporting unit’s fair value. For purposes of the goodwill impairment evaluation, the Company as a whole is considered the reporting unit. The estimated fair value is generally determined using a combination of discounted cash flow analysis and earnings multiplied by a price/ |
Intangible Assets, net | Intangible Assets, net Definite-lived intangible assets represent the estimated fair value of intangible assets acquired in connection with the Privia Acquisition and the Complete Acquisition. Amortization is calculated using the straight-line method over the estimated useful lives of the intangible assets which are as follows: Trade names 20 years Consumer customer relationships 10 years FFS customer relationships 24 years Complete MD Management Service Agreement 16 years |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs represent costs incurred to issue the Company’s note payable and are recorded as a direct reduction to the Company’s note payable. These costs are amortized over the term of the applicable indebtedness using the effective interest method. Amortization is included in interest expense in the accompanying consolidated statements of operations and comprehensive income (loss). |
Unearned Revenue and Revenue Recognition | Unearned Revenue The Company records unearned revenue, which is a contract liability, when it has an obligation to provide services and payment is received in advance of performance of those services. Revenue Recognition Revenue for the year ended December 31, 2018 is presented under ASC Topic 605 (“ASC 605”), Revenue Recognition . Under ASC 605, we recognized revenue when all of the following criteria were met: Persuasive evidence of an arrangement exists; the sales price is fixed or determinable; collection is reasonably assured; and services have been rendered. Beginning January 1, 2019, we adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective approach. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, we perform the following five steps: i. Identify the contract(s) with a customer; ii. Identify the performance obligations in the contract; iii. Determine the transaction price; iv. Allocate the transaction price to the performance obligations in the contract; and v. Recognize revenue as the entity satisfies a performance obligation. The cumulative effect of initially adopting ASC 606 was limited to reclassification of bad debt expense, from a general and administrative expense in 2018 to a contra revenue account in 2019 in the amount of $1.5 million for 2019. Bad debt expense had historically been reported within general and administrative expenses, separately from patient service revenue. Under ASC 606, the Company estimates implicit price concessions related to self-pay balances as part of estimating the original transaction price and reports such estimates as reduction of transaction price. The key judgments applicable to revenue recognition under ASC 605 and ASC 606 are similar and are described below. FFS revenue FFS-patient care The Company’s FFS-patient care revenue is primarily generated from providing healthcare services to patients. Providing medical services to patients represents our performance obligation under these third party payer agreements, and accordingly, the transaction price is allocated entirely to that one performance obligation. We recognize revenue as services are rendered and approved by the Privia Providers, which is typically a single day for each service. We receive payment for services from third party payers, as well as from patients who have health insurance, but are also financially responsible for some or all of the service in the form of co-pays, coinsurance or deductibles. Patients who do not have health insurance are required to pay for their services in full. FFS-patient care revenue is reported net of provisions for contractual allowances from third-party payers and patients. We have certain agreements with third-party payers that provide for reimbursement at amounts different from our standard billing rates. The differences between the estimated reimbursement rates and the standard billing rates are accounted for as contractual adjustments, which are deducted from gross revenue to arrive at FFS-patient care revenue. We determine our estimate of implicit price concessions based on our historical collection experience with classes of patients using a portfolio approach as a practical expedient to account for patient contracts as collective groups rather than individually. The financial statement effects of using this practical expedient are not materially different from an individual contract approach. Subsequent changes to the estimate of the transaction price (determined on a portfolio basis when applicable) are generally recorded as adjustments to revenue in the period of the change. For the years ended December 31, 2020 and 2019, changes in the Company’s estimates of implicit price concessions, contractual adjustments, and expected payments for performance obligations satisfied in prior periods were not significant. With respect to our treatment of revenue from Owned Medical Groups, it is necessary to assess whether we are the principal or the agent with respect to FFS-patient care revenue in light of the fact that healthcare services are furnished by Privia Providers rather than employees of the Owned Medical Groups. ASC 606-10-55-37A indicates that an entity is a principal if it obtains control of a right to a service to be performed by another party, which gives the entity the ability to direct that party to perform the services to the customer on the entity’s behalf. The Owned Medical Groups, which are each majority-owned and controlled by us, own the contractual relationships with the patients and the third party payers and they direct Privia Providers to perform healthcare services on the Company’s behalf. Although we are prohibited by law from interfering in the physician-patient relationship or making clinical care decisions, our Owned Medical Groups are responsible for the fulfillment of healthcare services to patients. Further, we employ Chief Medical Officers and Medical Directors who provide clinical oversight and direction over the clinical affairs of the Owned Medical Groups. In addition, the Owned Medical Group provides the care coordination activities, patient outreach and education activities, and sets quality standards for our Privia Providers. We also verify that Privia Providers have the proper qualifications (e.g., correct licenses, certificates, etc.) for our Owned Medical Groups, for ourselves and as a delegate on behalf of certain third-party payers. In addition to oversight of health care services, the Owned Medical Group is also the party primarily responsible for providing the services to patients and maintains discretion in establishing pricing for all services through agreements with patients and their insurance payers. The Owned Medical Groups negotiate and enter into provider agreements with third-party payer insurance companies, which outline the obligations of the Owned Medical Group and the third-party payers in connection with providing patient care services to covered patients. This includes setting the reimbursement rate for all services provided by the Owned Medical Groups. In assessing who is the principal in providing the patient care services, the Company considered who controls the provision of patient care services. As a result of our oversight of Owned Medical Groups (including setting the expectations for the Owned Medical Group’s patients and the commercial payers’ expectations of the Owned Medical Groups) and the contractual relationships with patients and their third-party payers, we are the principal in these relationships. FFS-administrative services The Company’s FFS-administrative services business provides administration and management services pursuant to Management Services Agreements (“MSAs”) with Non-Owned Medical Groups. The Company’s MSAs with the Non-Owned Medical Groups range from 5 – 20 years in duration and outline the terms and conditions of the administration and management services to be provided, which includes revenue cycle management services such as billings and collections, as well as other services, including, but not limited to, payer contracting, information technology services and accounting and treasury services. In certain MSAs, the Company is paid administrative fees equal to the cost of supplying certain services as outlined in the MSAs, and if applicable, a margin is added to the cost of certain services. The margin, if applicable, is fixed based on the MSAs; however, the cost of supplying certain services can fluctuate during the life of the MSAs. In certain MSAs, the Company is paid a percentage of net collections. The percentage is fixed per the MSAs; however, the net collections can fluctuate during the life of the contract. Under each MSA, there is a single performance obligation to provide a series of administration and management services required for the contract period. The Company believes that each Non-Owned Medical Group receives the management and administrative services each day and has concluded that an output method is appropriate for recognizing administrative services fee revenue. Administrative fees are reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for the provision of administration and management services to the Non-Owned Medical Groups. In addition, certain of our MSAs include rebates to the customers in the event that certain conditions occur. The Company estimates the transaction price using the most likely amount methodology and amounts are included in the net transaction price to the extent that it is probable that a significant reversal will not occur once any uncertainty associated with the variable consideration is subsequently resolved. The Company reduces the amount of FFS – administrative services revenue by the amount of any rebates earned by its customers. No rebates have been earned for years ended December 31, 2020, 2019 and 2018. 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 Care management Under the PMPM basis, the Company is paid a PMPM rate for each covered individual who is attributed by the payer to the Company (“attributed members”). The Company records revenue in the month for which the PMPM rate applies and the member was attributed. The PMPM rate is based on a predetermined monthly contractual rate for each attributed member regardless of the volume of care coordination services provided under the contracts with the payers. The PMPM rate varies based on payer and product. Revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for the provision of care coordination services to its population of attributed members. The Company’s contracts with payers have a single performance obligation that consists of a series of services for the provision of care coordination services for the population of attributed members for the duration of the contract. The transaction price for the contracts is entirely variable, as it is primarily based on a PMPM rate on monthly attributed membership, which can fluctuate during the life of the contract. The majority of the Company’s net PMPM transaction price relates specifically to its efforts to transfer the service for a distinct increment of the series and is recognized as revenue in the month in which attributed members are entitled to care coordination services. Shared Savings Under the shared savings basis, the Company is offered financial incentives to increase their accountability for the cost, quality and efficiency of the care provided to the population of attributed members. The Company is paid the financial incentives when, for a given twelve-month measurement period, their performance on quality of care and utilization meets or exceeds the standards set by the payers as outlined in the contracts and when savings are achieved for medical costs associated with the population of attributed members. The payers analyze the activities during the measurement period using the agreed upon benchmarks, metrics and performance criteria to determine the appropriate payments to the Company. The Company estimates the transaction price by analyzing the activities during the relevant time period in contemplation of the agreed upon benchmarks, metrics, performance criteria, and attribution criteria based on those and any other contractually defined factors. Revenue is not recorded until the price can be estimated by the Company and to the extent that it is probable that a significant reversal will not occur once any uncertainty associated with the variable consideration is subsequently resolved. Revenue is recorded during the period when the services were provided during a pre-set twelve-month annual measurement period. Other Revenue |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, other receivables, accounts payable, notes payable to related parties and note payable. The Company considers the carrying values of cash and cash equivalents, accounts receivable, other receivables, accounts payable, notes payable to related parties and note payable to be indicative of their respective fair values. The carrying amount for notes payable is deemed to approximate fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three level hierarchy for fair value measurements exists based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Non-Controlling Interest | Non-Controlling Interest The non-controlling interest represents the equity interest of the non-controlling equity holders and results of operations of Complete MD Solutions LLC, PMSO and our Owned Medical Groups. The 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 consolidated statements of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires that income tax accounts be computed using the asset and liability method. Deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Should the Company determine that it is more likely than not that some portion or all of its deferred tax assets will not be realized, a valuation allowance to the deferred tax assets would be established in the period such determination was made. State corporate taxes were calculated based on a blended rate calculated based on the Company’s allocation and apportionment to the states. Calculation under the blended rate does not result in a material difference. ASC 740 requires an entity to recognize the financial statement impact of a tax position when it is more likely than not that the position will be sustained upon examination. If the tax position meets the more likely than not recognition threshold, the tax effect is recognized at the largest amount of the benefit that has greater than a fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance for classification, interest and penalties, accounting in interim periods, disclosure, and transition. ASC 740 requires that a liability created for unrecognized tax benefits be presented as a separate liability and not combined with deferred tax liabilities or assets. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Pending Adoption | Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . ASU No. 2014-09 creates a five-step model that requires companies to exercise judgment when considering all relevant facts and circumstances in the determination of when and how revenue is recognized and requires entities to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance in ASU 2014-09 supersedes the FASB’s previous revenue recognition requirements and most industry-specific guidance. The provisions of ASU 2014-09 became effective for the Company for annual reporting periods beginning after December 15, 2018. On January 1, 2019 the Company adopted ASC 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2019. The adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial statements other than $1.5 million being reclassified as a contra revenue, instead of bad debt expense in general and administrative expenses. For the year ended December 31, 2018, bad debt expense of $0.2 million continues to be reported within general and administrative expenses. For additional details refer to Note 1 “Organization and Summary of Significant Accounting Policies” and Note 3 “Revenue.” Recently Issued Accounting Pronouncements Pending Adoption In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Upon the effective date, ASU 2016-02 will supersede the current lease guidance in Topic 840, Leases . Under the new guidance, lessees will be required to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees will be required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The provisions of ASU 2016-02 are effective for the Company for annual reporting periods beginning after December 15, 2021, with early adoption permitted. The guidance must be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the consolidated financial statements. The Company will adopt this standard on January 1, 2021 and the impact is expected to result in the recognition of operating right-of-use assets of approximately $6.0 million and operating lease liabilities of approximately $11.3 million. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (CECL). The new credit losses standard changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, contract assets recognized as a result of applying ASU 2014-09, loans and certain other instruments, entities will be required to use a new forward looking “expected loss” model that generally will result in earlier recognition of credit losses than under today’s incurred loss model. CECL is effective for the Company for annual reporting periods beginning after December 15, 2020. The Company is currently evaluating the impact of CECL on its consolidated financial statements but does not expect the adoption of this guidance to have a material effect on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12). ASU 2019-12 eliminates certain exceptions related to the approach for intra period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This guidance is effective for the Company for annual reporting periods beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2019-12 on its consolidated financial statements. In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The ASU provides temporary relief from some of the existing rules governing contract modifications when the modification is related to the replacement of the London Interbank Offered Rate (“LIBOR”) or other reference rates discontinued as a result of reference rate reform. The ASU specifically provides optional practical expedients for contract modification accounting related to contracts subject to ASC 310, Receivables, ASC 470, Debt , ASC 842, Leases , and ASC 815, Derivatives and Hedging . The ASU also establishes a general contract modification principle that entities can apply in other areas that may be affected by reference rate reform and certain elective hedge accounting expedients. For eligible contract modifications, the principle generally allows an entity to account for and present modifications as an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. That is, the modified contract is accounted for as a continuation of the existing contract. The standard was effective upon issuance on March 12, 2020, and the optional practical expedients can generally be applied to contract modifications made and hedging relationships entered into on or before December 31, 2022. Borrowings under the Company’s note payable agreement bear interest based on LIBOR or an alternate rate. Provisions currently provide the Company with the ability to replace LIBOR with a different reference rate in the event that LIBOR ceases to exist. Recently Adopted Accounting Pronouncements The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as of January 1, 2021 using the modified retrospective transition approach for leases which existed on that date. Prior comparative periods were not adjusted and continue to be reported in accordance with Accounting Standards Codification (“ASC”) Topic 840, Leases. The Company elected the package of practical expedients that permitted the Company not to reassess the Company’s prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight practical expedient. The adoption of the standard resulted in the recognition of operating right-of-use assets of approximately $6.0 million and operating lease liabilities of approximately $11.3 million. Refer to Note 4 “Leases” for additional details. The difference between the operating lease right-of-use assets and operating lease liabilities resulted from the reclassification of deferred rent. Adoption of the standard did not have a material impact on the consolidated statements of operations or cash flows for the three months and nine months ended September 30, 2021. The Company did not recognize a cumulative-effect adjustment to retained earnings upon adoption. On January 1, 2021, the Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”) , which replaces the incurred loss approach for recognizing credit losses on financial instruments with an expected loss approach. The expected loss approach is subject to management judgments using assessments of incurred credit losses, assessments of current conditions, and forecasts using reasonable and supportable assumptions. The Company adopted the standard using a modified retrospective approach which resulted in no adjustments to the allowance for credit losses and no cumulative-effect adjustment to retained earnings. The Company regularly reviews the adequacy of the allowance for credit losses based on a combination of factors, including historical losses adjusted for current market conditions, the Company's customers' financial condition, delinquency trends, aging behaviors of receivables and credit and liquidity indicators for industry groups, and future market and economic conditions. As of September 30, 2021, the allowance for credit losses was not material. Recently Issued Accounting Pronouncements Pending Adoption In March 2020, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12). ASU 2019-12 eliminates certain exceptions related to the approach for intra period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This guidance is effective for the Company for the year ending December 31, 2022. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2019-12 on its condensed consolidated financial statements. In March 2020, FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides temporary relief from some of the existing rules governing contract modifications when the modification is related to the replacement of the London Interbank Offered Rate (“LIBOR”) or other reference rates discontinued as a result of reference rate reform. The ASU specifically provides optional practical expedients for contract modification accounting related to contracts subject to ASC 310, Receivables, ASC 470, Debt, ASC 842, Leases, and ASC 815, Derivatives and Hedging. The ASU also establishes a general contract modification principle that entities can apply in other areas that may be affected by reference rate reform and certain elective hedge accounting expedients. For eligible contract modifications, the principle generally allows an entity to account for and present modifications as an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. That is, the modified contract is accounted for as a continuation of the existing contract. The standard was effective upon issuance on March 12, 2020, and the optional practical expedients can generally be applied to contract modifications made and hedging relationships entered into on or before December 31, 2022. Borrowings under the Company’s Credit Facilities bear interest based on LIBOR or an alternate rate. Provisions currently provide the Company with the ability to replace LIBOR with a different reference rate in the event that LIBOR ceases to exist. |
Physician and Practice Liability | Physician and Practice Liability The Company has certain amounts payable to its physicians and their related physician practices that represent physician salaries and other required distributions pursuant to the service agreements which have not yet been paid. |
Leases | Leases Under ASC Topic 840, Leases, Leases Beginning January 1, 2021, the Company accounts for its leases in accordance with ASU 2016-2, Leases (Topic 842). The Company evaluates whether a contract is or contains a lease at the inception of the contract. Upon lease commencement, which is defined as the date on which a lessor makes the underlying asset available to the Company for use, the Company classifies the lease as either an operating or finance lease. The Company’s leases primarily consist of operating leases for office space in certain states in which we operate. The Company also has operating leases for equipment, which are not significant. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are measured at the present value of the remaining, fixed lease payments at lease commencement. The Company uses its incremental borrowing rate, adjusted for the effects of collateralization, based on the information available at the later of adoption, inception, or modification in determining the present value of lease payments. Right-of-use assets are measured at an amount equal to the initial lease liability, plus any prepaid lease payments (less any incentives received) and initial direct costs, at the lease commencement date. The Company has elected to account for lease and non-lease components as a single lease component for its facility leases. As a result, the fixed payments that would otherwise be allocated to the non-lease components are accounted for as lease payments and are included in the measurement of the Company’s right-of-use asset and lease liability. Lease expense for lease payments is recognized on a straight-line basis over the lease term in general and administrative expense on the condensed consolidated statements of operations. The Company does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a short-term lease, the Company evaluates the lease term and the purchase option in the same manner as all other leases. |
Physician And Practice Expense | Physician and Practice Expense Physician payments are set payments made to physicians associated with Owned Medical Groups. These payments are set and adjusted as necessary, pursuant to Owned Medical Groups’ Board of Directors’ approved guidelines with variances specifically approved by the Owned Medical Groups’ Board of Directors. Practice related payments are used to cover an Affiliated Practice’s staff salary and benefits, medical supplies, rent and other occupancy costs, insurance and office supplies. Affiliated Practices are not owned by the Company and the Company bears no responsibility for any losses incurred by Affiliated Practices. Affiliated Practices are paid a variable amount based on collections and the services provided. |
Cost Of Platform | Cost of Platform Cost of platform represents the direct costs the Company incurs to provide services to our Privia Physicians and their practices. It includes third-party electronic medical records and practice management software expenses, employee-related expenses, including salaries and employee benefits costs, as well as consulting expenses, travel-related expenses and technology related expenses for the team. Third-party electronic medical records and practice management software expenses are paid on a percentage of revenue basis, while employee-related expenses are variable based on the number of employees used to service our implemented physicians. |
Sales And Marketing | Sales and Marketing Sales and marketing expenses consist of employee-related expenses, including salaries, commissions, and employee benefits costs, for all of the Company’s employees, engaged in marketing, sales, community outreach, and sales support. These employee-related expenses capture all costs for both our field-based and corporate sales and marketing teams. Sales and marketing expenses also include central and community-based advertising to generate greater awareness, engagement, and retention among our current and prospective patients as well as the infrastructure required to support all of our marketing efforts. |
General and Administrative | General and Administrative Corporate, general and administrative expenses include employee-related expenses, including salaries and related costs and share-based compensation, technology infrastructure, operations, clinical and quality support, finance, legal, human resources, and development departments. In addition, general and administrative expenses include all corporate technology and occupancy costs. |
Advertising Costs | Advertising Costs Advertising costs for the Company are expensed as incurred. Advertising expense was approximately $0.8 million, $1.0 million and $0.9 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation in accordance with the expense recognition provisions of ASC 718, Compensation–Stock Compensation |
Net Income (Loss) per Share Attributable to Common Stockholders | Net Income (Loss) per Share Attributable to Common Stockholders Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents our revenues disaggregated by source: For the Twelve Months Ended December 31, (Dollars in Thousands) 2020 2019 2018 FFS-patient care $ 647,314 $ 676,157 $ 572,719 FFS-administrative services 58,278 48,510 32,960 Shared savings 66,414 39,854 39,245 Care management fees (PMPM) 26,766 18,547 9,836 Other revenue 18,303 3,292 2,849 Total Revenue $ 817,075 $ 786,360 $ 657,609 Year Ended December 31, 2020 2019 2018 Commercial insurers 69 % 67 % 67 % Government payers 17 % 17 % 17 % Patient 14 % 16 % 16 % 100 % 100 % 100 % 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) 2021 2020 2021 2020 FFS-patient care $ 200,208 $ 168,622 $ 550,607 $ 474,816 FFS-administrative services 16,407 14,489 47,162 42,663 Shared savings 25,333 15,905 62,045 49,441 Care management fees (PMPM) 9,376 7,024 27,321 20,320 Other revenue 200 1,130 3,752 16,136 Total Revenue $ 251,524 $ 207,170 $ 690,887 $ 603,376 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Commercial insurers 70 % 69 % 69 % 68 % Government payers 17 % 18 % 16 % 16 % Patient 13 % 13 % 15 % 16 % 100 % 100 % 100 % 100 % |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | The Company has the following contract assets and unearned revenue: Year Ended December 31, (Dollars in Thousands) 2020 2019 Balances for contracts with customers Accounts receivable $ 99,118 $ 77,339 Unearned revenue $ 2,759 $ 566 (Dollars in Thousands) December 31, 2019 Additions Revenue Recognized December 31, 2020 Unearned Revenue $566 4,117 (1,924) $2,759 The Company has the following contract assets and unearned revenue: (Dollars in Thousands) September 30, 2021 December 31, 2020 Balances for contracts with customers Accounts receivable $ 98,384 $ 99,118 Unearned revenue $ 4,832 $ 2,759 (Dollars in Thousands) December 31, 2020 Additions Revenue September 30, 2021 Unearned revenue $ 2,759 3,161 (1,088) $ 4,832 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | A summary of the Company’s intangible assets is as follows: December 31, 2020 December 31, 2019 (Dollars in thousands) Intangible Accumulated Amortization Intangible Accumulated Amortization Trade names $ 4,600 $ 1,457 $ 4,600 $ 1,227 Consumer customer relationships 2,500 1,583 2,500 1,333 PMG customer relationships 600 158 600 134 Management Service Agreement (Complete MD) 2,200 722 2,200 584 9,900 $ 3,920 9,900 $ 3,278 Less accumulated amortization. (3,920) (3,278) Intangible assets, net. $ 5,980 $ 6,622 A summary of the Company’s intangible assets is as follows: September 30, 2021 December 31, 2020 (Dollars in thousands) Intangible Accumulated Intangible Accumulated Trade names $ 4,600 $ 1,629 $ 4,600 $ 1,457 Consumer customer relationships $ 2,500 $ 1,771 $ 2,500 $ 1,583 PMG customer relationships $ 600 $ 177 $ 600 $ 158 Management Service Agreement (Complete MD) $ 2,200 $ 825 $ 2,200 $ 722 $ 9,900 $ 4,402 $ 9,900 $ 3,920 Less accumulated amortization $ (4,402) $ (3,920) Intangible assets, net $ 5,498 $ 5,980 |
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: Year ending December 31: (Dollars in Thousands) 2021 $ 643 2022 643 2023 643 2024 559 2025 393 Thereafter 3,099 Total $ 5,980 Estimated amortization expense for the Company’s intangible assets for the following five years is as follows: (Dollars in Thousands) Remainder of 2021 $ 160 2022 643 2023 643 2024 559 2025 393 Thereafter 3,100 Total $ 5,498 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows (in thousands): (Dollars in Thousands) For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Operating lease cost $ 475 $ 1,406 Cash paid for amounts included in the measurement of lease liabilities - operating leases $ 1,629 Weighted-average remaining lease term - operating leases 4.8 Years Weighted-average discount rate - operating leases 3.5 % |
Summary of Operating Lease Future Payments | The required total lease payments for each year subsequent to December 31, 2020 are as follows: Year ending December 31: (Dollars in Thousands) 2021 $ 2,413 2022 2,213 2023 2,261 2024 2,274 2025 2,237 Thereafter 1,408 Total $ 12,806 The aggregate future lease payments for operating leases in the years subsequent to September 30, 2021 are as follows: (Dollars in Thousands) Remainder of 2021 $ 549 2022 2,213 2023 2,261 2024 2,274 2025 2,237 Thereafter 1,407 Total future lease payments 10,941 Imputed interest (901) Total $ 10,040 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | A summary of the Company’s property and equipment, net is as follows: December 31, (Dollars in Thousands) 2020 2019 Furniture and fixtures $ 1,073 $ 1,076 Computer equipment 1,051 869 Leasehold improvements 4,863 4,661 6,987 6,606 Less accumulated depreciation and amortization (2,173) (984) Property and equipment, net $ 4,814 $ 5,622 A summary of the Company’s property and equipment, net is as follows: (Dollars in Thousands) September 30, 2021 December 31, 2020 Furniture and fixtures $ 1,110 $ 1,073 Computer equipment 1,430 1,051 Leasehold improvements 4,827 4,863 7,367 6,987 Less accumulated depreciation and amortization (3,026) (2,173) Property and equipment, net $ 4,341 $ 4,814 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following: December 31, (Dollars in Thousands) 2020 2019 Accrued employee compensation and benefits $ 6,167 $ 3,475 Bonuses payable 10,418 8,836 Other accrued expenses 14,600 15,628 Total accrued expenses. $ 31,185 $ 27,939 Accrued expenses consisted of the following: (Dollars in Thousands) September 30, 2021 December 31, 2020 Accrued employee compensation and benefits $ 5,587 $ 6,167 Bonuses payable 7,903 10,418 Other accrued expenses 17,813 14,600 Total accrued expenses $ 31,303 $ 31,185 |
Note Payable (Tables)
Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s note payable consists of the following: December 31, (Dollars in Thousands) 2020 2019 Note payable $ 34,125 $ 35,000 Less debt issuance costs (466) (600) Less current portion (875) (875) Note payable, net $ 32,784 $ 33,525 The Company’s Credit Facilities consists of the following: (Dollars in Thousands) September 30, 2021 December 31, 2020 Note payable $ 33,469 $ 34,125 Less debt issuance costs (930) (466) Less current portion (875) (875) Note payable, net $ 31,664 $ 32,784 |
Schedule of Maturities of Long-term Debt | Annual aggregate principal payments applicable to long-term debt for years subsequent to December 31, 2020 are as follows: Year ending December 31: (Dollars in Thousands) 2021 $ 875 2022 1,750 2023 2,625 2024 28,875 2025 — Total $ 34,125 Annual aggregate principal payments applicable to the note payable for years subsequent to September 30, 2021 are as follows: (Dollars in Thousands) Remainder of 2021 $ 219 2022 875 2023 875 2024 1,313 2025 1,750 Thereafter 28,437 Total $ 33,469 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The (benefit from) provision for income taxes for years ending December 31, 2020, 2019 and 2018 are as follows: December 31, (Dollars in Thousands) 2020 2019 2018 Current: Federal $ — $ — $ — State and Local 363 492 182 Total current. 363 492 182 Deferred: Federal (6,440) 546 (197) State and Local (1,364) 169 (61) Total deferred (7,804) 715 (258) Total (Benefit from) provision for incomes taxes. $ (7,441) $ 1,207 $ (76) |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and deferred tax liabilities as of December 31, 2020 and 2019 are as follows: December 31, (Dollars in Thousands) 2020 2019 Deferred tax assets Net operating loss carryforwards $ 9,758 $ 13,480 Stock compensation 657 545 Other accruals 531 1,969 Total deferred tax assets 10,946 15,994 Deferred tax liabilities Fixed and intangible assets (5,993) (5,165) Total deferred tax liabilities (5,993) (5,165) Deferred tax assets, net 4,953 10,829 Less: valuation allowance — (13,710) Deferred tax asset (liability), net $ 4,953 $ (2,881) |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of income tax computed at the Federal statutory income tax rate to the (benefit from) provision for income taxes: Amount Percent December 31, December 31, (Dollars in Thousands) 2020 2019 2018 2020 2019 2018 Tax benefit computed at Federal statutory income tax rate $ 4,927 $ 1,922 $ (896) 21.0 % 21.0 % 21.0 % Permanent items — 124 100 — 1.4 (2.3) State tax expense, net of Federal benefit 1,426 901 (62) 6.1 9.8 1.5 Valuation allowance (13,710) (2,125) 755 (58.4) (23.2) (17.7) Rate change (56) — — (0.2) — — Other (28) 385 27 (0.1) 4.2 (0.6) (Benefit from) provision for income taxes $ (7,441) $ 1,207 $ (76) (31.6) % 13.2 % 1.9 % |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following table summarizes information about the PH Parent Option Plan transactions: Options Outstanding Weighted- Average Weighted- Average Weighted- Average Remaining Contractual Balance at December 31, 2017 3,907,067 $ 2.34 $ 0.55 8.20 Granted in 2018 14,202,635 2.00 0.32 Exercised in 2018 (53,079) 2.00 0.32 Cancelled in 2018 (2,087,359) 2.35 0.49 Forfeited in 2018 (525,152) 2.36 0.63 Balance at December 31, 2018 15,444,112 $ 2.03 $ 0.34 9.45 Granted in 2019 3,202,435 2.00 0.36 Exercised in 2019 — — — Cancelled in 2019 (227,600) 2.36 0.52 Forfeited in 2019 (771,114) 2.12 0.42 Balance at December 31, 2019 17,647,833 $ 2.01 $ 0.34 8.71 Granted in 2020 830,194 2.00 0.37 Exercised in 2020 (54,268) 2.00 0.32 Cancelled in 2020 — — — Forfeited in 2020 (122,800) 2.22 0.46 Balance at December 31, 2020 18,300,959 $ 2.01 $ 0.34 7.82 Exercisable options 3,276,976 $ 2.00 $ 0.32 7.76 The following table summarizes stock option activity under the Prior Plan and Plan: Number of Shares Weighted- Weighted- Weighted- Balance at December 31, 2020 18,300,959 2.01 0.34 7.82 Granted 3,730,717 23.16 9.58 Exercised (328,323) 2.11 0.48 Forfeited (172,547) 9.73 3.75 Balance at September 30, 2021 21,530,806 $ 5.61 1.91 7.51 Exercisable at September 30, 2021 12,272,394 $ 2.01 0.34 7.01 |
Share-based Payment Arrangement, 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, 2020 — — Granted 1,199,315 $ 23.19 Vested (195,652) $ 23.00 Forfeited (14,011) $ 23.00 Unvested and outstanding at September 30, 2021 989,652 $ 23.23 |
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) 2021 2020 2021 2020 Cost of platform $ 4,947 $ — $ 40,987 $ — Sales and marketing 1,028 — 8,723 — General and administrative 19,825 121 178,751 363 Total stock-based compensation $ 25,800 $ 121 $ 228,461 $ 363 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following table summarizes information about the PH Parent Option Plan transactions: Options Outstanding Weighted- Average Weighted- Average Weighted- Average Remaining Contractual Balance at December 31, 2017 3,907,067 $ 2.34 $ 0.55 8.20 Granted in 2018 14,202,635 2.00 0.32 Exercised in 2018 (53,079) 2.00 0.32 Cancelled in 2018 (2,087,359) 2.35 0.49 Forfeited in 2018 (525,152) 2.36 0.63 Balance at December 31, 2018 15,444,112 $ 2.03 $ 0.34 9.45 Granted in 2019 3,202,435 2.00 0.36 Exercised in 2019 — — — Cancelled in 2019 (227,600) 2.36 0.52 Forfeited in 2019 (771,114) 2.12 0.42 Balance at December 31, 2019 17,647,833 $ 2.01 $ 0.34 8.71 Granted in 2020 830,194 2.00 0.37 Exercised in 2020 (54,268) 2.00 0.32 Cancelled in 2020 — — — Forfeited in 2020 (122,800) 2.22 0.46 Balance at December 31, 2020 18,300,959 $ 2.01 $ 0.34 7.82 Exercisable options 3,276,976 $ 2.00 $ 0.32 7.76 The following table summarizes stock option activity under the Prior Plan and Plan: Number of Shares Weighted- Weighted- Weighted- Balance at December 31, 2020 18,300,959 2.01 0.34 7.82 Granted 3,730,717 23.16 9.58 Exercised (328,323) 2.11 0.48 Forfeited (172,547) 9.73 3.75 Balance at September 30, 2021 21,530,806 $ 5.61 1.91 7.51 Exercisable at September 30, 2021 12,272,394 $ 2.01 0.34 7.01 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | We estimate the fair value of the options granted using the Monte Carlo option pricing model with the following assumptions presented on a weighted average basis: December 31, 2020 2019 2018 Expected term in years 5 5 5 Expected stock price volatility 51.2 % 39.1 % 43.8 % Risk-free interest rate 0.36 % 1.69 % 2.53 % Expected dividend yield 0.0 % 0.0 % 0.0 % Estimated fair value per option granted $ 0.66 $ 0.36 $ 0.32 |
Share-based Payment Arrangement, 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, 2020 — — Granted 1,199,315 $ 23.19 Vested (195,652) $ 23.00 Forfeited (14,011) $ 23.00 Unvested and outstanding at September 30, 2021 989,652 $ 23.23 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Operating Lease Future Payments | The required total lease payments for each year subsequent to December 31, 2020 are as follows: Year ending December 31: (Dollars in Thousands) 2021 $ 2,413 2022 2,213 2023 2,261 2024 2,274 2025 2,237 Thereafter 1,408 Total $ 12,806 The aggregate future lease payments for operating leases in the years subsequent to September 30, 2021 are as follows: (Dollars in Thousands) Remainder of 2021 $ 549 2022 2,213 2023 2,261 2024 2,274 2025 2,237 Thereafter 1,407 Total future lease payments 10,941 Imputed interest (901) Total $ 10,040 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A reconciliation of net income (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: December 31, (in thousands, except for share and per share amounts) 2020 2019 2018 Net income (loss) attributable to Privia Health Group, Inc. common stockholders $ 31,244 $ 8,244 $ (3,044) Weighted average common shares outstanding - basic 95,950,062 95,931,549 95,880,506 Potentially dilutive stock options — — — Weighted average common share outstanding - diluted 95,950,062 95,931,549 95,880,506 Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic and diluted $ 0.33 $ 0.09 $ (0.03) A reconciliation of net (loss) income available to common shareholders and the number of shares in the calculation of basic and diluted earnings (loss) income 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) 2021 2020 2021 2020 Net (loss) income attributable to Privia Health Group, Inc. common stockholders $ (9,115) $ 16,685 $ (176,251) $ 27,380 Weighted average common shares outstanding - basic and diluted 105,896,622 95,950,929 101,576,775 95,945,804 Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic and diluted $ (0.09) $ 0.17 $ (1.74) $ 0.29 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following weighted-average outstanding shares of potentially dilutive securities were excluded from computation of diluted loss per share attributable to common shareholders for the period presented because including them would have been antidilutive: December 31, 2020 2019 2018 Potentially dilutive stock options to purchase common shares 18,300,959 17,647,833 15,444,112 Total potential dilutive shares 18,300,959 17,647,833 15,444,112 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Potentially dilutive stock options and RSUs to purchase common shares 20,352,659 17,952,492 20,410,709 17,977,529 Total potentially dilutive shares 20,352,659 17,952,492 20,410,709 17,977,529 |
Condensed Financial Informati_2
Condensed Financial Information (Parent Company Only) (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Balance Sheet | Condensed Balance Sheets (in thousands) As of December 31, 2020 2019 Assets Current assets: Cash and cash equivalents $ 466 $ 1,501 Total current assets 466 1,501 Non-current assets: Due from affiliates — 4,030 Investment in sub 146,158 114,212 Other long-term assets 124 125 Total non-current assets 146,282 118,367 Total assets $ 146,748 $ 119,868 Liabilities and stockholders’ equity Current liabilities: Current liabilities $ — $ 3,456 Total current liabilities — 3,456 Non-current liabilities: Non-current liabilities — 6,200 Total non-current liabilities — 6,200 Total liabilities — 9,656 Commitments and contingencies (Note 12) Stockholders’ equity: Common stock, 0.01 par value, 150,000,000 shares authorized; 95,985,817 and 95,931,549 shares issued and outstanding at December 31, 2020 and 2019, respectively 960 959 Additional paid-in capital 165,666 160,375 Accumulated deficit (19,878) (51,122) Total stockholders’ equity 146,748 110,212 Total liabilities and stockholders’ equity $ 146,748 $ 119,868 |
Condensed Income Statement | Condensed Statements of Operations Year Ended December 31, (Amounts in thousands, except share and per share data) 2020 2019 2018 Revenue $ — $ — $ — Operating expenses 34 270 — Total operating expenses 34 270 — Operating Loss (34) (270) — Interest expense 184 2,653 2,551 Net loss before provision for income taxes (218) (2,923) (2,551) Provision for income taxes — 4 88 Equity in net income (loss) of subsidiaries 31,462 11,164 (581) Net income (loss) $ 31,244 $ 8,245 $ (3,044) |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) | Sep. 30, 2021USD ($)market$ / shares | May 03, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Jun. 30, 2020USD ($) | Apr. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($)segment | Jun. 30, 2020USD ($) | Sep. 30, 2021USD ($)segmentcompany$ / shares | Dec. 31, 2020USD ($)$ / shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)companymarketsegment$ / shares | Dec. 31, 2019USD ($)group$ / shares | Dec. 31, 2018USD ($) | Apr. 06, 2021$ / shares | Jan. 01, 2021USD ($) | Sep. 25, 2015 | Apr. 29, 2014 |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Number of markets in which entity operates | market | 6 | 6 | |||||||||||||||||
Number of types of medical groups | group | 2 | ||||||||||||||||||
Non-Owned Medical Groups, percentage owned by physicians | 100.00% | 100.00% | 100.00% | ||||||||||||||||
MSO, ownership percentage | 100.00% | 100.00% | |||||||||||||||||
Number of MSOs where the company is at least the majority owner | company | 2 | 2 | |||||||||||||||||
Number of revenue sources | group | 3 | ||||||||||||||||||
Number of operating segments | segment | 1 | 1 | 1 | ||||||||||||||||
Number of reportable segments | segment | 1 | 1 | 1 | ||||||||||||||||
Deferred offering costs capitalized | $ 1,100,000 | $ 1,100,000 | $ 1,100,000 | $ 0 | |||||||||||||||
Proceeds from grants | 100,000 | $ 4,100,000 | $ 9,100,000 | 13,300,000 | |||||||||||||||
Social security taxes repayment deferral period | 2 years | 2 years | |||||||||||||||||
Social Security tax repayment percent, remainder of fiscal year | 50.00% | 50.00% | |||||||||||||||||
Social Security tax repayment percent, year one | 50.00% | 50.00% | |||||||||||||||||
Social Security taxes payable | $ 1,600,000 | 1,800,000 | $ 1,600,000 | $ 1,600,000 | 1,800,000 | $ 1,800,000 | |||||||||||||
Goodwill, impairment loss | 0 | 0 | |||||||||||||||||
Impairment of intangible assets (excluding goodwill) | $ 0 | $ 0 | |||||||||||||||||
Deferred rent | 5,300,000 | 5,300,000 | 5,300,000 | 4,900,000 | |||||||||||||||
Advertising expense | 800,000 | $ 1,000,000 | $ 900,000 | ||||||||||||||||
Right-of-use asset | 5,377,000 | $ 0 | 5,377,000 | 5,377,000 | $ 0 | $ 0 | |||||||||||||
Operating lease liability | $ 10,040,000 | $ 10,040,000 | $ 10,040,000 | ||||||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Price per share (in dollars per share) | $ / shares | $ 23 | ||||||||||||||||||
Grants received | $ 0 | $ 13,300,000 | |||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||||
Revenue | $ 251,524,000 | $ 207,170,000 | 690,887,000 | 603,376,000 | $ 817,075,000 | $ 786,360,000 | 657,609,000 | ||||||||||||
Care management fees (PMPM) | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Measurement period | 12 months | ||||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||||
Revenue | $ 9,376,000 | $ 7,024,000 | $ 27,321,000 | $ 20,320,000 | $ 26,766,000 | $ 18,547,000 | 9,836,000 | ||||||||||||
Minimum | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Estimated useful life | 3 years | ||||||||||||||||||
Minimum | Management Services Agreements (MSA) | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Revenue, period of recognition | 5 years | 5 years | 5 years | ||||||||||||||||
Minimum | Government Contract | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Revenue, period of recognition | 3 years | 3 years | 3 years | ||||||||||||||||
Maximum | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Estimated useful life | 7 years | ||||||||||||||||||
Maximum | Management Services Agreements (MSA) | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Revenue, period of recognition | 20 years | 20 years | 20 years | ||||||||||||||||
Maximum | Government Contract | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Revenue, period of recognition | 5 years | 5 years | 5 years | ||||||||||||||||
Privia Management Services Organization (PMSO) | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Percent of ownership of consolidated entity | 51.00% | ||||||||||||||||||
Privia | PH Holdings | Subsidiaries | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Ownership percent acquired | 100.00% | ||||||||||||||||||
Complete MD Solutions LLC | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Ownership percent acquired | 75.50% | ||||||||||||||||||
General and Administrative Expense | |||||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||||
Bad debt expense | $ 200,000 | ||||||||||||||||||
ASU 2016-02 | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Right-of-use asset | $ 6,000,000 | ||||||||||||||||||
Operating lease liability | $ 11,300,000 | ||||||||||||||||||
IPO | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Number of shares issued in transaction | shares | 22,425,000 | ||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 23 | ||||||||||||||||||
Initial Public Offering And Private Placement | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Proceeds from sale of stock, gross | $ 223,700,000 | ||||||||||||||||||
Consideration received on transaction | $ 211,000,000 | ||||||||||||||||||
ASC 606 adjustment | ASU 2014-09 | |||||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||||
Revenue | $ (1,500,000) | ||||||||||||||||||
ASC 606 adjustment | ASU 2014-09 | General and Administrative Expense | |||||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||||
Bad debt expense | $ (1,500,000) |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Schedule of Finite Lived Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Trade names | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 20 years |
Customer Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 10 years |
Customer Relationships | FFS-patient care | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 24 years |
Complete MD Management Service Agreement | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 16 years |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2021 | Aug. 29, 2021 | Aug. 27, 2021 | Dec. 30, 2020 | Jul. 17, 2020 | Nov. 15, 2019 | |
Line of Credit Facility [Line Items] | |||||||||||||
Accumulated deficit | $ 196,129,000 | $ 196,129,000 | $ 19,878,000 | $ 51,122,000 | |||||||||
Net income (loss) | (9,115,000) | $ 16,685,000 | (176,251,000) | $ 27,380,000 | 31,244,000 | 8,244,000 | $ (3,044,000) | ||||||
Net cash used in operating activities | 67,378,000 | $ 42,230,000 | 38,891,000 | 24,358,000 | $ 5,249,000 | ||||||||
Cash and cash equivalents | $ 362,112,000 | $ 362,112,000 | 84,633,000 | 46,889,000 | |||||||||
Revolving Credit Facility | Line of Credit | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 15,000,000 | $ 10,000,000 | $ 65,000,000 | $ 15,000,000 | $ 65,000,000 | $ 5,000,000 | $ 15,000,000 | $ 10,000,000 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue Desegregation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||
Revenue | $ 251,524 | $ 207,170 | $ 690,887 | $ 603,376 | $ 817,075 | $ 786,360 | $ 657,609 |
FFS-patient care | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 200,208 | 168,622 | 550,607 | 474,816 | 647,314 | 676,157 | 572,719 |
FFS-administrative services | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 16,407 | 14,489 | 47,162 | 42,663 | 58,278 | 48,510 | 32,960 |
Shared savings | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 25,333 | 15,905 | 62,045 | 49,441 | 66,414 | 39,854 | 39,245 |
Care management fees (PMPM) | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 9,376 | 7,024 | 27,321 | 20,320 | 26,766 | 18,547 | 9,836 |
Other revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | $ 200 | $ 1,130 | $ 3,752 | $ 16,136 | $ 18,303 | $ 3,292 | $ 2,849 |
Revenue Recognition - Percentag
Revenue Recognition - Percentages By Source of Net Operating Revenue (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer Benchmark | Commercial insurers | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 70.00% | 69.00% | 69.00% | 68.00% | 69.00% | 67.00% | 67.00% |
Revenue Benchmark | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
Revenue Benchmark | Government payers | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 17.00% | 18.00% | 16.00% | 16.00% | 17.00% | 17.00% | 17.00% |
Revenue Benchmark | Patient | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 13.00% | 13.00% | 15.00% | 16.00% | 14.00% | 16.00% | 16.00% |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Contract Assets and Unearned Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable | $ 98,384 | $ 99,118 | $ 77,339 |
Unearned revenue | $ 4,832 | $ 2,759 | $ 566 |
Revenue Recognition - Change In
Revenue Recognition - Change In Balance Of Total Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Unearned Revenue | ||||
Beginning balance | $ 2,759 | $ 566 | ||
Additions | 3,161 | 4,117 | ||
Revenue Recognized | (1,924) | |||
Revenue Recognized | $ (600) | $ (200) | (1,088) | |
Ending balance | $ 2,759 | $ 4,832 | $ 4,832 | $ 2,759 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2021 |
Revenue from Contract with Customer [Abstract] | |||
Revenue recognized | $ 600 | $ 200 | $ 1,088 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Goodwill | $ 118,663 | $ 118,663 | $ 118,663 | $ 118,663 | |||
Amortization period | 10 years | 10 years 9 months | |||||
Intangible amortization expense | $ 200 | $ 200 | $ 482 | $ 483 | $ 642 | $ 643 | $ 643 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule Of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||
Finite lived intangible assets, gross | $ 9,900 | $ 9,900 | $ 9,900 |
Less accumulated amortization. | (4,402) | (3,920) | (3,278) |
Intangible assets, net. | 5,498 | 5,980 | 6,622 |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite lived intangible assets, gross | 4,600 | 4,600 | 4,600 |
Less accumulated amortization. | (1,629) | (1,457) | (1,227) |
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite lived intangible assets, gross | 2,500 | 2,500 | 2,500 |
Less accumulated amortization. | (1,771) | (1,583) | (1,333) |
PMG customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite lived intangible assets, gross | 600 | 600 | 600 |
Less accumulated amortization. | (177) | (158) | (134) |
Complete MD Management Service Agreement | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite lived intangible assets, gross | 2,200 | 2,200 | 2,200 |
Less accumulated amortization. | $ (825) | $ (722) | $ (584) |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Amortization Of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Remainder of fiscal year | $ 160 | ||
Year one | 643 | $ 643 | |
Year two | 643 | 643 | |
Year three | 559 | 643 | |
Year four | 393 | 559 | |
After year four | 3,100 | ||
Year five | 393 | ||
After year five | 3,099 | ||
Intangible assets, net. | $ 5,498 | $ 5,980 | $ 6,622 |
Leases - Narrative (Details)
Leases - Narrative (Details) - Office space | Sep. 30, 2021 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease term | 2 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease term | 7 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Leases [Abstract] | ||
Operating Lease, Cost | $ 475 | $ 1,406 |
Operating Lease, Payments | $ 1,629 | |
Operating Lease, Weighted Average Remaining Lease Term | 4 years 9 months 18 days | 4 years 9 months 18 days |
Operating Lease, Weighted Average Discount Rate, Percent | 3.50% | 3.50% |
Leases - Schedule Of Future Lea
Leases - Schedule Of Future Lease Payment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year | $ 549 | |
Year one | 2,213 | $ 2,413 |
Year two | 2,261 | 2,213 |
Year three | 2,274 | 2,261 |
Year four | 2,237 | 2,274 |
After year four | 1,407 | |
Lessee, Operating Lease, Liability, to be Paid, Total | 10,941 | $ 12,806 |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (901) | |
Operating Lease, Liability | $ 10,040 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property Plant And Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | $ 7,367 | $ 6,987 | $ 6,606 | ||
Less accumulated depreciation and amortization | (3,026) | (2,173) | (984) | ||
Property and equipment, net | 4,341 | 4,814 | 5,622 | ||
Depreciation | 869 | $ 895 | 1,188 | 784 | $ 429 |
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | 1,110 | 1,073 | 1,076 | ||
Computer equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | 1,430 | 1,051 | 869 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | $ 4,827 | $ 4,863 | $ 4,661 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accrued employee compensation and benefits | $ 5,587 | $ 6,167 | $ 3,475 |
Bonuses payable | 7,903 | 10,418 | 8,836 |
Other accrued expenses | 17,813 | 14,600 | 15,628 |
Total accrued expenses. | $ 31,303 | $ 31,185 | $ 27,939 |
Note Payable - Schedule of Note
Note Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Debt outstanding amount | $ 33,469 | $ 34,125 | |
Term loan | |||
Debt Instrument [Line Items] | |||
Debt outstanding amount | 33,469 | 34,125 | $ 35,000 |
Less debt issuance costs | (930) | (466) | (600) |
Less current portion | (875) | (875) | (875) |
Note payable, net | $ 31,664 | $ 32,784 | $ 33,525 |
Note Payable - Narrative (Detai
Note Payable - Narrative (Details) | Aug. 27, 2021USD ($) | Nov. 15, 2019USD ($) | Aug. 15, 2016USD ($) | Sep. 30, 2020USD ($) | Jul. 31, 2020USD ($) | Mar. 31, 2020USD ($) | May 31, 2017USD ($) | Aug. 30, 2016USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Aug. 31, 2021USD ($) | Aug. 29, 2021USD ($) | Dec. 30, 2020USD ($) | Jul. 17, 2020USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||||
Proceeds from line of credit | $ 0 | $ 10,000,000 | $ 10,000,000 | $ 0 | $ 0 | ||||||||||||||
Repayments of lines of credit | 0 | 10,000,000 | 10,000,000 | 0 | 0 | ||||||||||||||
Interest expense | 1,900,000 | 4,000,000 | 3,800,000 | ||||||||||||||||
Amortization of debt issuance costs | $ 0 | $ 0 | 100,000 | 100,000 | 134,000 | $ 332,000 | $ 147,000 | ||||||||||||
Interest expense | 300,000 | $ 500,000 | 900,000 | $ 1,500,000 | |||||||||||||||
Debt outstanding amount | $ 33,469,000 | $ 33,469,000 | $ 34,125,000 | ||||||||||||||||
Management Services Agreements (MSA) | Minimum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Revenue, period of recognition | 5 years | ||||||||||||||||||
Management Services Agreements (MSA) | Maximum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Revenue, period of recognition | 20 years | ||||||||||||||||||
Line of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 4.24% | ||||||||||||||||||
Interest coverage ratio, minimum | 1.25 | ||||||||||||||||||
Line of Credit | Period One | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Leverage ratio, maximum | 4 | ||||||||||||||||||
Line of Credit | Period Two | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Leverage ratio, maximum | 3.5 | ||||||||||||||||||
Line of Credit | Period Three | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Leverage ratio, maximum | 3 | ||||||||||||||||||
Term loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate at period end | 10.95% | ||||||||||||||||||
Proceeds from line of credit | $ 10,000,000 | $ 20,000,000 | |||||||||||||||||
Early prepayment fee, percent | 1.00% | ||||||||||||||||||
Write off of debt issuance costs | $ 100,000 | ||||||||||||||||||
Interest rate | 3.00% | 3.00% | |||||||||||||||||
Early prepayment increment | 500,000 | ||||||||||||||||||
Debt issuance costs | $ 930,000 | $ 930,000 | $ 466,000 | $ 600,000 | |||||||||||||||
Proceeds from issuance of long-term debt | 35,000,000 | ||||||||||||||||||
Loan amount (up to) | 35,000,000 | $ 30,000,000 | |||||||||||||||||
Prepayment premium percentage | 1.00% | ||||||||||||||||||
Debt outstanding amount | 33,469,000 | 33,469,000 | 34,125,000 | 35,000,000 | |||||||||||||||
Term loan | First 12 months | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Early prepayment fee, percent | 3.00% | ||||||||||||||||||
Term loan | Between 12 and 24 months | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Early prepayment fee, percent | 2.00% | ||||||||||||||||||
Term loan | Between 24 and 36 months | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Early prepayment fee, percent | 0.50% | ||||||||||||||||||
Term loan | Period One | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization percent of original principal amount | 0.625% | ||||||||||||||||||
Term loan | Period Two | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization percent of original principal amount | 1.25% | ||||||||||||||||||
Term loan | Line of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maximum borrowing capacity | 35,000,000 | ||||||||||||||||||
Proceeds from line of credit | $ 35,000,000 | ||||||||||||||||||
Term loan | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 2.00% | 7.45% | |||||||||||||||||
Term loan | London Interbank Offered Rate (LIBOR) | Line of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 2.50% | ||||||||||||||||||
Term loan | Base Rate | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 1.00% | ||||||||||||||||||
Term loan | Base Rate | Line of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||||||||
Line of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Percentage of cash on hand to minimum outstanding borrowings | 125.00% | ||||||||||||||||||
Minimum outstanding borrowings | $ 15,000,000 | ||||||||||||||||||
Fixed coverage ratio, minimum | 125.00% | ||||||||||||||||||
Covenant, leverage ratio, maximum | 300.00% | ||||||||||||||||||
Line of Credit | Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maximum borrowing capacity | $ 65,000,000 | $ 10,000,000 | 15,000,000 | 10,000,000 | $ 65,000,000 | $ 15,000,000 | $ 5,000,000 | $ 15,000,000 | |||||||||||
Proceeds from line of credit | $ 10,000,000 | ||||||||||||||||||
Repayments of lines of credit | $ 5,000,000 | $ 5,000,000 | |||||||||||||||||
Line of credit outstanding | $ 0 | $ 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 | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 2.50% | ||||||||||||||||||
Line of Credit | Base Rate | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on interest rate, floor | 1.50% | ||||||||||||||||||
Line of Credit | Base Rate | Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||||||||
Line of Credit | Eurodollar | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on interest rate, floor | 0.50% | ||||||||||||||||||
Revolving Credit Facility | Line of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maximum borrowing capacity | 10,000,000 | $ 15,000,000 | |||||||||||||||||
Proceeds from line of credit | $ 10,000,000 | ||||||||||||||||||
Repayments of lines of credit | $ 5,000,000 | $ 5,000,000 | |||||||||||||||||
Line of credit outstanding | $ 0 | $ 0 | |||||||||||||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Line of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 2.50% | ||||||||||||||||||
Revolving Credit Facility | Base Rate | Line of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||||||||
Letter of Credit | Line of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maximum borrowing capacity | 2,000,000 | ||||||||||||||||||
Bridge Loan | Line of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maximum borrowing capacity | $ 2,000,000 |
Note Payable - Schedule of Matu
Note Payable - Schedule of Maturity of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Remainder of fiscal year | $ 219 | |
Year one | 875 | $ 875 |
Year two | 875 | 1,750 |
Year three | 1,313 | 2,625 |
Year four | 1,750 | 28,875 |
Year five | 0 | |
Thereafter | 28,437 | |
Note payable | $ 33,469 | $ 34,125 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State and Local | 363 | 492 | 182 |
Total current. | 363 | 492 | 182 |
Deferred: | |||
Federal | (6,440) | 546 | (197) |
State and Local | (1,364) | 169 | (61) |
Total deferred | (7,804) | 715 | (258) |
Total (Benefit from) provision for incomes taxes. | $ (7,441) | $ 1,207 | $ (76) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 9,758 | $ 13,480 |
Stock compensation | 657 | 545 |
Other accruals | 531 | 1,969 |
Total deferred tax assets | 10,946 | 15,994 |
Deferred tax liabilities | ||
Fixed and intangible assets | (5,993) | (5,165) |
Total deferred tax liabilities | (5,993) | (5,165) |
Total deferred tax assets | 4,953 | 10,829 |
Less: valuation allowance | 0 | (13,710) |
Deferred tax asset (liability), net | $ 4,953 | |
Deferred tax asset (liability), net | $ (2,881) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | |||||||||
(Benefit from) provision for income taxes | $ (2,210) | $ (8,561) | $ (20,214) | $ (7,387) | $ (7,441) | $ 1,207 | $ (76) | ||
Effective income tax rate | 9.70% | 1.00% | (31.60%) | 13.20% | 1.90% | ||||
Valuation allowance | $ 0 | $ 13,710 | |||||||
Net operating loss carryforwards, Federal | 39,500 | ||||||||
Net operating loss carryforwards, State | $ 29,600 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Amount | |||||||||
Tax benefit computed at Federal statutory income tax rate | $ 4,927 | $ 1,922 | $ (896) | ||||||
Permanent items | 0 | 124 | 100 | ||||||
State tax expense, net of Federal benefit | 1,426 | 901 | (62) | ||||||
Valuation allowance | (13,710) | (2,125) | 755 | ||||||
Rate change | (56) | 0 | 0 | ||||||
Other | (28) | 385 | 27 | ||||||
(Benefit from) provision for income taxes | $ (2,210) | $ (8,561) | $ (20,214) | $ (7,387) | $ (7,441) | $ 1,207 | $ (76) | ||
Percent | |||||||||
Tax benefit computed at Federal statutory income tax rate | 21.00% | 21.00% | 21.00% | ||||||
Permanent items | 0.00% | 1.40% | (2.30%) | ||||||
State tax expense, net of Federal benefit | 6.10% | 9.80% | 1.50% | ||||||
Valuation allowance | (58.40%) | (23.20%) | (17.70%) | ||||||
Rate change | (0.20%) | 0.00% | 0.00% | ||||||
Other | (0.10%) | 4.20% | (0.60%) | ||||||
(Benefit from) provision for income taxes | 9.70% | 1.00% | (31.60%) | 13.20% | 1.90% |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | May 03, 2021 | Apr. 06, 2021 | Apr. 05, 2021 | Apr. 01, 2021 | Apr. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2023 | Aug. 28, 2018 | Jan. 27, 2014 | Jan. 17, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Price per share (in dollars per share) | $ 23 | ||||||||||||||||
Common stock, shares authorized (in share) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 150,000,000 | 150,000,000 | ||||||||||||
Number of instruments granted | 1,183,871 | ||||||||||||||||
Number of options granted | 3,730,717 | 830,194 | 3,202,435 | 14,202,635 | |||||||||||||
Unrecognized share-based compensation expense | $ 62,300 | $ 119,100 | $ 119,100 | ||||||||||||||
Period for recognition | 4 years | 1 year | |||||||||||||||
Common stock, shares issued (in usd per share) | 106,234,792 | 106,234,792 | 95,985,817 | 95,931,549 | |||||||||||||
Share based payment expense | $ 25,800 | $ 121 | $ 228,461 | $ 363 | |||||||||||||
2021 Omnibus Incentive Plan | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Common stock, shares authorized (in share) | 10,278,581 | ||||||||||||||||
Award percentage increase | 5.00% | ||||||||||||||||
Options grant price percent of fair market value of company stock price (at least) | 100.00% | ||||||||||||||||
Award percentage of total common stock issued and outstanding (up to) | 10.00% | ||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of shares authorized | 10,278,581 | ||||||||||||||||
Award percentage of total common stock issued and outstanding (up to) | 1.00% | ||||||||||||||||
Common stock, shares issued (in usd per share) | 1,027,858 | ||||||||||||||||
Chief Executive Officer | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Accelerated vesting, percent | 100.00% | ||||||||||||||||
At IPO | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Accelerated vesting, percent | 60.00% | ||||||||||||||||
12months after IPO | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Accelerated vesting, percent | 20.00% | ||||||||||||||||
Accelerated vesting, period | 12 months | ||||||||||||||||
18 months after IPO | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Accelerated vesting, percent | 20.00% | ||||||||||||||||
Accelerated vesting, period | 18 months | ||||||||||||||||
Options | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of shares authorized | 18,985,846 | 4,229,850 | 4,229,850 | ||||||||||||||
Period of acceleration | 1 year | ||||||||||||||||
Accelerated cost | $ 195,100 | ||||||||||||||||
Share based payment expense | $ 500 | $ 200 | $ 1,900 | ||||||||||||||
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 | ||||||||||||||||
Options | 12months after IPO | Forecast | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Accelerated cost | $ 118,000 | ||||||||||||||||
Restricted Stock Units (RSUs) | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of instruments granted | 1,199,315 | ||||||||||||||||
Restricted Stock Units (RSUs) | 2021 Omnibus Incentive Plan | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of options granted | 3,683,217 | ||||||||||||||||
Affiliate Of Anthem Inc (Investor) | Affiliated Entity | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Ownership percent | 3.90% | ||||||||||||||||
Private Placement | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of shares issued in transaction | 4,000,000 | ||||||||||||||||
Consideration received on transaction | $ 92,000 | $ 92,000 |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of Options Activity (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Beginning balance (in shares) | 18,300,959 | 17,647,833 | 15,444,112 | 3,907,067 | |||
Granted (in shares) | 3,730,717 | 830,194 | 3,202,435 | 14,202,635 | |||
Exercised (in shares) | (328,323) | (54,268) | 0 | (53,079) | |||
Forfeited (in shares) | (172,547) | (122,800) | (771,114) | (525,152) | |||
Ending balance (in shares) | 21,530,806 | 18,300,959 | 21,530,806 | 18,300,959 | 17,647,833 | 15,444,112 | 3,907,067 |
Options Outstanding, Exercisable options (in shares) | 12,272,394 | 3,276,976 | 12,272,394 | 3,276,976 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||
Beginning balance (in dollars per share) | $ 2.01 | $ 2.01 | $ 2.03 | $ 2.34 | |||
Granted (in dollars per share) | 23.16 | 2 | 2 | 2 | |||
Exercised (in dollars per share) | 2.11 | 2 | 0 | 2 | |||
Forfeited (in dollars per share) | 9.73 | 2.22 | 2.12 | 2.36 | |||
Ending balance (in dollars per share) | $ 5.61 | $ 2.01 | 5.61 | 2.01 | 2.01 | 2.03 | $ 2.34 |
Weighted-Average Exercise Price, Exercisable options (in dollars per share) | 2.01 | 2 | 2.01 | 2 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||
Fair value, nonvested (in dollars per share) | 1.91 | 0.34 | 1.91 | 0.34 | 0.34 | 0.34 | 0.55 |
Granted (in dollars per share) | 9.58 | 0.37 | 0.36 | 0.32 | |||
Exercised (in dollars per share) | 0.48 | 0.32 | 0 | 0.32 | |||
Forfeited (in dollars per share) | 3.75 | 0.46 | 0.42 | 0.63 | |||
Ending balance (in dollars per share) | 1.91 | $ 0.34 | $ 1.91 | 0.34 | $ 0.34 | $ 0.34 | $ 0.55 |
Weighted-Average Grant-Date Fair Value, Exercisable options (in dollars per share) | $ 0.34 | $ 0.32 | |||||
Weighted-Average Remaining Contractual Life | 7 years 6 months 3 days | 7 years 9 months 25 days | 7 years 9 months 25 days | 8 years 8 months 15 days | 9 years 5 months 12 days | 8 years 2 months 12 days | |
Weighted-Average Remaining Contractual Life, Exercisable | 7 years 3 days | 7 years 9 months 3 days |
Stockholders_ Equity - Schedu_2
Stockholders’ Equity - Schedule of Restricted Stock Unit Activity (Details) - $ / shares | Apr. 06, 2021 | Sep. 30, 2021 |
Number of Shares | ||
Granted (in shares) | 1,183,871 | |
Restricted Stock Units (RSUs) | ||
Number of Shares | ||
Beginning balance (in shares) | 0 | |
Granted (in shares) | 1,199,315 | |
Vested (in shares) | (195,652) | |
Forfeited (in shares) | (14,011) | |
Ending balance (in shares) | 989,652 | |
Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 23.19 | |
Vested (in dollars per share) | 23 | |
Forfeited (in dollars per share) | 23 | |
Ending balance (in dollars per share) | $ 23.23 |
Stockholders_ Equity - Stock-ba
Stockholders’ Equity - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 25,800 | $ 121 | $ 228,461 | $ 363 |
Cost of platform | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 4,947 | 0 | 40,987 | 0 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 1,028 | 0 | 8,723 | 0 |
General and Administrative Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 19,825 | $ 121 | $ 178,751 | $ 363 |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 28, 2018$ / sharesshares | Apr. 30, 2021shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)group$ / sharesshares | Dec. 31, 2017$ / shares | Jan. 27, 2014shares | Jan. 17, 2014shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Aggregate intrinsic value of option exercised | $ | $ 0 | $ 0 | $ 0 | |||||||||
Estimated fair value per option vested (in dollars per share) | $ / shares | $ 0.66 | $ 0.36 | $ 0.32 | |||||||||
Fair value, nonvested (in dollars per share) | $ / shares | $ 1.91 | $ 1.91 | $ 0.34 | $ 0.34 | $ 0.34 | $ 0.55 | ||||||
Granted (in shares) | 3,730,717 | 830,194 | 3,202,435 | 14,202,635 | ||||||||
Share based payment expense | $ | $ 25,800 | $ 121 | $ 228,461 | $ 363 | ||||||||
Options, cost not yet recognized | $ | $ 800 | $ 1,200 | $ 1,100 | |||||||||
Common stock, shares issued (in usd per share) | 106,234,792 | 106,234,792 | 95,985,817 | 95,931,549 | ||||||||
Employee Stock Purchase Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares authorized | 10,278,581 | |||||||||||
Award percentage of total common stock issued and outstanding (up to) | 1.00% | |||||||||||
Common stock, shares issued (in usd per share) | 1,027,858 | |||||||||||
Options | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares authorized | 18,985,846 | 4,229,850 | 4,229,850 | |||||||||
Share based payment expense | $ | $ 500 | $ 200 | $ 1,900 | |||||||||
Options | PH Group Option Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Expiration period | 10 years | |||||||||||
Options | Time-Based | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Awards granted, percent | 14.00% | 27.00% | 27.00% | |||||||||
Vested percent | 1.00% | 17.00% | 50.00% | |||||||||
Unvested percent | 99.00% | 83.00% | 50.00% | |||||||||
Estimated fair value per option vested (in dollars per share) | $ / shares | $ 0.32 | $ 0.40 | $ 0.36 | |||||||||
Fair value, nonvested (in dollars per share) | $ / shares | $ 0.32 | $ 0.40 | $ 0.36 | |||||||||
Granted (in shares) | 3,202,435 | 14,202,635 | ||||||||||
Awards cancelled and subsequently reissued | 227,600 | 2,087,359 | ||||||||||
Number of employees whose shares were cancelled and subsequently reissued | group | 22 | |||||||||||
Options | Time-Based | Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Award requisite service period | 4 years | 4 years | 4 years | |||||||||
Options | Time-Based | Minimum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Award requisite service period | 0 years | 0 years | ||||||||||
Options | Performance-Based | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Awards granted, percent | 86.00% | 73.00% | 73.00% |
Share-based Compensation - Sche
Share-based Compensation - Schedule of Options Activity (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Beginning balance (in shares) | 18,300,959 | 17,647,833 | 15,444,112 | 3,907,067 | |||
Granted (in shares) | 3,730,717 | 830,194 | 3,202,435 | 14,202,635 | |||
Exercised (in shares) | (328,323) | (54,268) | 0 | (53,079) | |||
Cancelled (in shares) | 0 | (227,600) | (2,087,359) | ||||
Forfeited (in shares) | (172,547) | (122,800) | (771,114) | (525,152) | |||
Ending balance (in shares) | 21,530,806 | 18,300,959 | 21,530,806 | 18,300,959 | 17,647,833 | 15,444,112 | 3,907,067 |
Options Outstanding, Exercisable options (in shares) | 12,272,394 | 3,276,976 | 12,272,394 | 3,276,976 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||
Beginning balance (in dollars per share) | $ 2.01 | $ 2.01 | $ 2.03 | $ 2.34 | |||
Granted (in dollars per share) | 23.16 | 2 | 2 | 2 | |||
Exercised (in dollars per share) | 2.11 | 2 | 0 | 2 | |||
Cancelled (in dollars per share) | 0 | 2.36 | 2.35 | ||||
Forfeited (in dollars per share) | 9.73 | 2.22 | 2.12 | 2.36 | |||
Ending balance (in dollars per share) | $ 5.61 | $ 2.01 | 5.61 | 2.01 | 2.01 | 2.03 | $ 2.34 |
Weighted-Average Exercise Price, Exercisable options (in dollars per share) | 2.01 | 2 | 2.01 | 2 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||
Beginning Balance (in dollars per share) | 0.34 | 0.34 | 0.34 | 0.55 | |||
Granted (in dollars per share) | 9.58 | 0.37 | 0.36 | 0.32 | |||
Exercised (in dollars per share) | 0.48 | 0.32 | 0 | 0.32 | |||
Cancelled (in dollars per share) | 0 | 0.52 | 0.49 | ||||
Forfeited (in dollars per share) | 3.75 | 0.46 | 0.42 | 0.63 | |||
Ending balance (in dollars per share) | 1.91 | $ 0.34 | $ 1.91 | 0.34 | $ 0.34 | $ 0.34 | $ 0.55 |
Weighted-Average Grant-Date Fair Value, Exercisable options (in dollars per share) | $ 0.34 | $ 0.32 | |||||
Weighted-Average Remaining Contractual Life | 7 years 6 months 3 days | 7 years 9 months 25 days | 7 years 9 months 25 days | 8 years 8 months 15 days | 9 years 5 months 12 days | 8 years 2 months 12 days | |
Weighted-Average Remaining Contractual Life | 7 years 3 days | 7 years 9 months 3 days |
Share-based Compensation - Sc_2
Share-based Compensation - Schedule of Assumptions Used (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Expected term in years | 5 years | 5 years | 5 years |
Expected stock price volatility | 51.20% | 39.10% | 43.80% |
Risk-free interest rate | 0.36% | 1.69% | 2.53% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Estimated fair value per option granted (in dollars per share) | $ 0.66 | $ 0.36 | $ 0.32 |
Stockholders_ Equity - Stock-_2
Stockholders’ Equity - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 25,800 | $ 121 | $ 228,461 | $ 363 |
Cost of platform | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 4,947 | 0 | 40,987 | 0 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 1,028 | 0 | 8,723 | 0 |
General and Administrative Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 19,825 | $ 121 | $ 178,751 | $ 363 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Defined Contribution Plan, Tax Status [Extensible Enumeration] | Qualified Plan [Member] | ||
Safe harbor contribution, percent | 3.00% | ||
Profit sharing contribution percent | 1.40% | 1.40% | 1.40% |
Plan contribution | $ 2.4 | $ 2 | $ 2 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | Oct. 31, 2020 | Sep. 18, 2019 | Oct. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 22, 2020 | Sep. 19, 2019 | Jan. 30, 2018 |
Related Party Transaction [Line Items] | |||||||||
Principal payments due within, term | 3 years | ||||||||
Due from related parties | $ 4,000,000 | ||||||||
Repayments of related party debt | $ 0 | $ 15,250,000 | $ 0 | ||||||
Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes payable, related parties | $ 4,700,000 | $ 4,700,000 | $ 0 | $ 4,700,000 | |||||
Due from related parties | 4,000,000 | 4,000,000 | |||||||
Repayments of related party debt | $ 4,000,000 | ||||||||
Converted notes payable to related party | $ 4,700,000 | ||||||||
Affiliated Entity | BHPS | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes payable, related parties | $ 13,300,000 | $ 8,700,000 | |||||||
Affiliated Entity | APNA | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes payable, related parties | $ 15,300,000 | ||||||||
Interest rate | 17.50% | ||||||||
Affiliated Entity | Interest Paid | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount of transaction | $ 200,000 |
Commitment and Contingencies -
Commitment and Contingencies - Schedule of Future Lease Payment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 | $ 2,213 | $ 2,413 |
2022 | 2,261 | 2,213 |
2023 | 2,274 | 2,261 |
2024 | 2,237 | 2,274 |
2025 | 2,237 | |
Thereafter | 1,408 | |
Lessee, Operating Lease, Liability, to be Paid, Total | $ 10,941 | $ 12,806 |
Commitment and Contingencies _2
Commitment and Contingencies - Narrative (Details) - USD ($) | Jun. 24, 2020 | Apr. 05, 2016 | Sep. 15, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2015 | Sep. 30, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||||||||
Rent expense | $ 2,500,000 | $ 3,400,000 | $ 2,500,000 | |||||
Long-term Purchase Commitment [Line Items] | ||||||||
Total assets | 328,969,000 | 270,205,000 | $ 632,061,000 | |||||
Other non-current assets | 4,475,000 | 5,669,000 | 3,384,000 | |||||
Total current assets | 190,084,000 | 129,599,000 | $ 469,424,000 | |||||
Purchase commitment due next three years | 2,200,000 | |||||||
Physician Practice Service Agreement | ||||||||
Long-term Purchase Commitment [Line Items] | ||||||||
Commitment amount (up to) | $ 2,500,000 | $ 5,000,000 | ||||||
Commitment period | 10 years | |||||||
Payment made | $ 4,000,000 | |||||||
Remaining balance | $ 1,000,000 | |||||||
Total assets | $ 4,000,000 | |||||||
Asset, amortization period | 10 years | |||||||
Amortization | 400,000 | $ 400,000 | ||||||
Other non-current assets | $ 2,300,000 | |||||||
Early termination fee | $ 2,100,000 | |||||||
Total current assets | $ 0 |
Concentrations of Credit Risk (
Concentrations of Credit Risk (Details) - institution | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Concentration Risk [Line Items] | |||||||||
Number of institutions in which company holds its cash and cash equivalents | 2 | 2 | |||||||
Revenue Benchmark | Customer Concentration Risk | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | ||
Revenue Benchmark | Customer Concentration Risk | Six Payers | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration risk percentage | 84.00% | 85.00% | 82.00% | 82.00% | 75.00% | 74.00% | 69.00% | ||
Accounts Receivable | Customer Concentration Risk | Six Payers | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration risk percentage | 71.00% | 70.00% | 70.00% | 69.00% | 68.00% |
Net Income (Loss) Per Share - N
Net Income (Loss) Per Share - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||||||
Net income (loss) attributable to Privia Health Group, Inc. common stockholders | $ (9,115) | $ 16,685 | $ (176,251) | $ 27,380 | $ 31,244 | $ 8,244 | $ (3,044) |
Weighted average common shares outstanding - basic (in shares) | 105,896,622 | 95,950,929 | 101,576,775 | 95,945,804 | 95,950,062 | 95,931,549 | 95,880,506 |
Potentially dilutive stock options (in shares) | 0 | 0 | 0 | ||||
Weighted average common share outstanding - diluted (in shares) | 105,896,622 | 95,950,929 | 101,576,775 | 95,945,804 | 95,950,062 | 95,931,549 | 95,880,506 |
Earnings per share attributable to Privia Health Group, Inc. common stockholders - basic | $ (0.09) | $ 0.17 | $ (1.74) | $ 0.29 | $ 0.33 | $ 0.09 | $ (0.03) |
Earnings per share attributable to Privia Health Group, Inc. common stockholders - diluted | $ (0.09) | $ 0.17 | $ (1.74) | $ 0.29 | $ 0.33 | $ 0.09 | $ (0.03) |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule Of Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities (in shares) | 20,352,659 | 17,952,492 | 20,410,709 | 17,977,529 | 18,300,959 | 17,647,833 | 15,444,112 |
Options | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities (in shares) | 18,300,959 | 17,647,833 | 15,444,112 |
Segment Financial Information (
Segment Financial Information (Details) - segment | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | |||
Number of operating segments | 1 | 1 | 1 |
Number of reportable segments | 1 | 1 | 1 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | May 03, 2021 | Apr. 06, 2021 | Apr. 05, 2021 | Apr. 01, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2023 | Aug. 28, 2018 | Jan. 27, 2014 | Jan. 17, 2014 |
Subsequent Event [Line Items] | |||||||||||||
Common stock, shares authorized (in share) | 1,000,000,000 | 1,000,000,000 | 150,000,000 | 150,000,000 | |||||||||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Preferred stock, shares authorized (in shares) | 100,000,000 | ||||||||||||
Preferred stock, par value (in usd per share) | $ 0.01 | ||||||||||||
Granted (in shares) | 1,183,871 | ||||||||||||
Number of options granted | 3,730,717 | 830,194 | 3,202,435 | 14,202,635 | |||||||||
Unrecognized share-based compensation expense | $ 62.3 | $ 119.1 | |||||||||||
Period for recognition | 4 years | 1 year | |||||||||||
Price per share (in dollars per share) | $ 23 | ||||||||||||
Options, cost not yet recognized | $ 0.8 | $ 1.2 | $ 1.1 | ||||||||||
Common stock, shares outstanding (in usd per share) | 106,234,792 | 95,985,817 | 95,931,549 | ||||||||||
Omnibus Incentive Plan | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock, shares authorized (in share) | 10,278,581 | ||||||||||||
Award percentage of total common stock issued and outstanding (up to) | 10.00% | ||||||||||||
Award percentage increase | 5.00% | ||||||||||||
Options grant price percent of fair market value of company stock price (at least) | 100.00% | ||||||||||||
Chief Executive Officer | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Accelerated vesting, percent | 100.00% | ||||||||||||
At IPO | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Accelerated vesting, percent | 60.00% | ||||||||||||
12months after IPO | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Accelerated vesting, percent | 20.00% | ||||||||||||
Accelerated vesting, period | 12 months | ||||||||||||
18 months after IPO | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Accelerated vesting, percent | 20.00% | ||||||||||||
Accelerated vesting, period | 18 months | ||||||||||||
Options | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Period of acceleration | 1 year | ||||||||||||
Accelerated cost | $ 195.1 | ||||||||||||
Number of shares authorized | 18,985,846 | 4,229,850 | 4,229,850 | ||||||||||
Options | Forecast | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Accelerated cost | $ 89.9 | ||||||||||||
Options | Chief Executive Officer | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Period of acceleration | 4 months | ||||||||||||
Options | 12months after IPO | Forecast | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Accelerated cost | $ 118 | ||||||||||||
Options | Second quarter 2021 | Forecast | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Accelerated cost | $ 167 | ||||||||||||
Restricted Stock Units (RSUs) | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Granted (in shares) | 1,199,315 | ||||||||||||
Restricted Stock Units (RSUs) | Omnibus Incentive Plan | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of options granted | 3,683,217 | ||||||||||||
Affiliate Of Anthem Inc (Investor) | Affiliated Entity | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Ownership percent | 3.90% | ||||||||||||
Private Placement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Consideration received on transaction | $ 92 | $ 92 | |||||||||||
Expected closing period | 30 days | ||||||||||||
Lock-up period | 180 days | ||||||||||||
Number of shares issued in transaction | 4,000,000 |
Condensed Financial Informati_3
Condensed Financial Information (Parent Company Only) - Balance Sheet (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | May 03, 2021 | Apr. 06, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||||||||||||
Cash and cash equivalents | $ 362,112 | $ 84,633 | $ 46,889 | |||||||||
Total current assets | 469,424 | 190,084 | 129,599 | |||||||||
Non-current assets: | ||||||||||||
Related party receivables | 0 | 4,030 | ||||||||||
Other non-current assets | 3,384 | 4,475 | 5,669 | |||||||||
Total non-current assets | 162,637 | 138,885 | 140,606 | |||||||||
Total assets | 632,061 | 328,969 | 270,205 | |||||||||
Current liabilities: | ||||||||||||
Total current liabilities | 187,242 | 146,938 | 115,220 | |||||||||
Total current liabilities | 187,242 | 146,938 | 115,220 | |||||||||
Non-current liabilities: | ||||||||||||
Total non-current liabilities | 39,824 | 38,379 | 47,529 | |||||||||
Total non-current liabilities | 39,824 | 38,379 | 47,529 | |||||||||
Total liabilities | 227,066 | 185,317 | 162,749 | |||||||||
Stockholders’ equity: | ||||||||||||
Common stock | 1,062 | 960 | 959 | |||||||||
Additional paid-in capital | 605,667 | 165,666 | 160,375 | |||||||||
Accumulated deficit | (196,129) | (19,878) | (51,122) | |||||||||
Total stockholders’ equity | 404,995 | $ 389,471 | $ 149,369 | 143,652 | $ 135,052 | $ 118,223 | $ 112,906 | 107,456 | $ 86,040 | $ 81,682 | ||
Total liabilities and stockholders’ equity | 632,061 | 328,969 | 270,205 | |||||||||
Commitments and contingencies (Note 11) | ||||||||||||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Common stock, shares authorized (in share) | 1,000,000,000 | 1,000,000,000 | 150,000,000 | 150,000,000 | ||||||||
Common stock, shares issued (in usd per share) | 106,234,792 | 95,985,817 | 95,931,549 | |||||||||
Common stock, shares outstanding (in usd per share) | 106,234,792 | 95,985,817 | 95,931,549 | |||||||||
Total Stockholders’ Equity attributable to Privia Health Group, Inc. | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | $ 466 | $ 1,501 | ||||||||||
Total current assets | 466 | 1,501 | ||||||||||
Non-current assets: | ||||||||||||
Related party receivables | 0 | 4,030 | ||||||||||
Investment in sub | 146,158 | 114,212 | ||||||||||
Other non-current assets | 124 | 125 | ||||||||||
Total non-current assets | 146,282 | 118,367 | ||||||||||
Total assets | 146,748 | 119,868 | ||||||||||
Current liabilities: | ||||||||||||
Total current liabilities | 0 | 3,456 | ||||||||||
Total current liabilities | 0 | 3,456 | ||||||||||
Non-current liabilities: | ||||||||||||
Total non-current liabilities | 0 | 6,200 | ||||||||||
Total non-current liabilities | 0 | 6,200 | ||||||||||
Total liabilities | 0 | 9,656 | ||||||||||
Stockholders’ equity: | ||||||||||||
Common stock | 960 | 959 | ||||||||||
Additional paid-in capital | 165,666 | 160,375 | ||||||||||
Accumulated deficit | (19,878) | (51,122) | ||||||||||
Total stockholders’ equity | 146,748 | 110,212 | ||||||||||
Total liabilities and stockholders’ equity | $ 146,748 | $ 119,868 |
Condensed Financial Informati_4
Condensed Financial Information (Parent Company Only) - Statement of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | $ 251,524 | $ 207,170 | $ 690,887 | $ 603,376 | $ 817,075 | $ 786,360 | $ 657,609 | ||||
Operating expenses | 264,333 | 198,627 | 888,976 | 582,158 | 791,695 | 770,298 | 655,454 | ||||
Total operating expenses | 264,333 | 198,627 | 888,976 | 582,158 | 791,695 | 770,298 | 655,454 | ||||
Operating Loss | 12,809 | (8,543) | 198,089 | (21,218) | (25,380) | (16,062) | (2,155) | ||||
Interest expense | 292 | 504 | 885 | 1,480 | 1,917 | 6,910 | 6,420 | ||||
Income (loss) before (benefit from) provision for income taxes | (13,101) | 8,039 | (198,974) | 19,738 | 23,463 | 9,152 | (4,265) | ||||
Provision for income taxes | 2,210 | 8,561 | 20,214 | 7,387 | 7,441 | (1,207) | 76 | ||||
Net income (loss) | $ (10,891) | $ (173,485) | $ 5,616 | $ 16,600 | $ 5,196 | $ 5,329 | $ (178,760) | $ 27,125 | 30,904 | 7,945 | (4,189) |
Total Stockholders’ Equity attributable to Privia Health Group, Inc. | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Operating expenses | 34 | 270 | 0 | ||||||||
Total operating expenses | 34 | 270 | 0 | ||||||||
Operating Loss | 34 | 270 | 0 | ||||||||
Interest expense | 184 | 2,653 | 2,551 | ||||||||
Income (loss) before (benefit from) provision for income taxes | (218) | (2,923) | (2,551) | ||||||||
Provision for income taxes | 0 | 4 | 88 | ||||||||
Equity in net income (loss) of subsidiaries | 31,462 | 11,164 | (581) | ||||||||
Net income (loss) | $ 31,244 | $ 8,245 | $ (3,044) |
Condensed Financial Informati_5
Condensed Financial Information (Parent Company Only) - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Proceeds from exercise of stock options | $ 648 | $ 108 | $ 108 | $ 0 | $ 106 |
Repayments of related party debt | 0 | 15,250 | 0 | ||
Payment for tax withholding | 700 | ||||
Interest paid | $ 400 | ||||
PH Group Holdings Corp. | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Ownership percent | 100.00% | ||||
Total Stockholders’ Equity attributable to Privia Health Group, Inc. | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Proceeds from affiliates | 20,000 | 15,400 | |||
Proceeds from exercise of stock options | 100 | ||||
Payments to affiliates | 13,400 | ||||
Cash decrease | $ 1,000 | ||||
Total Stockholders’ Equity attributable to Privia Health Group, Inc. | APNA | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Proceeds from affiliates | 15,300 | ||||
Repayments of related party debt | 14,600 | ||||
Interest expense, related party | 5,100 | ||||
Total Stockholders’ Equity attributable to Privia Health Group, Inc. | Funding for Related Parties | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Payments to affiliates | 13,300 | ||||
Total Stockholders’ Equity attributable to Privia Health Group, Inc. | Related Party, Operating Expenses | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Payments to affiliates | 200 | $ 100 | |||
Total Stockholders’ Equity attributable to Privia Health Group, Inc. | Other Related Party Notes | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Interest expense, related party | $ 600 |