Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 02, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40365 | |
Entity Registrant Name | Privia Health Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-3599420 | |
Entity Address, Address Line One | 950 N. Glebe Rd., | |
Entity Address, Address Line Two | Suite 700 | |
Entity Address, City or Town | Arlington, | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22203 | |
City Area Code | 571 | |
Local Phone Number | 366-8850 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | PRVA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 106,498,546 | |
Entity Central Index Key | 0001759655 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 362,112 | $ 84,633 |
Accounts receivable | 98,384 | 99,118 |
Prepaid expenses and other current assets | 8,928 | 6,333 |
Total current assets | 469,424 | 190,084 |
Non-current assets: | ||
Property and equipment, net | 4,341 | 4,814 |
Right-of-use asset | 5,377 | 0 |
Intangible assets, net | 5,498 | 5,980 |
Goodwill | 118,663 | 118,663 |
Deferred tax asset | 25,374 | 4,953 |
Other non-current assets | 3,384 | 4,475 |
Total non-current assets | 162,637 | 138,885 |
Total assets | 632,061 | 328,969 |
Current liabilities: | ||
Accounts payable | 3,266 | 5,235 |
Accrued expenses | 31,303 | 31,185 |
Physician and practice liability | 144,996 | 106,811 |
Current portion of note payable | 875 | 875 |
Operating lease liabilities, current | 2,200 | 0 |
Other current liabilities | 4,602 | 2,832 |
Total current liabilities | 187,242 | 146,938 |
Non-current liabilities: | ||
Note payable, net of current portion | 31,664 | 32,784 |
Operating lease liabilities, non-current | 7,827 | 0 |
Other non-current liabilities | 333 | 5,595 |
Total non-current liabilities | 39,824 | 38,379 |
Total liabilities | 227,066 | 185,317 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value, 1,000,000,000 and 150,000,000 shares authorized; 106,234,792 and 95,985,817 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 1,062 | 960 |
Additional paid-in capital | 605,667 | 165,666 |
Accumulated deficit | (196,129) | (19,878) |
Total Privia Health Group, Inc. stockholders’ equity | 410,600 | 146,748 |
Non-controlling interest | (5,605) | (3,096) |
Total stockholders’ equity | 404,995 | 143,652 |
Total liabilities and stockholders’ equity | $ 632,061 | $ 328,969 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 106,234,792 | 95,985,817 |
Common stock, shares outstanding (in shares) | 106,234,792 | 95,985,817 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 251,524 | $ 207,170 | $ 690,887 | $ 603,376 |
Operating expenses: | ||||
Physician and practice expense | 190,055 | 160,432 | 521,105 | 467,059 |
Cost of platform | 35,314 | 25,241 | 131,007 | 77,133 |
Sales and marketing | 4,588 | 2,709 | 18,950 | 7,381 |
General and administrative | 33,910 | 9,788 | 216,563 | 29,196 |
Depreciation and amortization | 466 | 457 | 1,351 | 1,389 |
Total operating expenses | 264,333 | 198,627 | 888,976 | 582,158 |
Operating (loss) income | (12,809) | 8,543 | (198,089) | 21,218 |
Interest expense | 292 | 504 | 885 | 1,480 |
(Loss) income before benefit from income taxes | (13,101) | 8,039 | (198,974) | 19,738 |
Benefit from income taxes | (2,210) | (8,561) | (20,214) | (7,387) |
Net (loss) income | (10,891) | 16,600 | (178,760) | 27,125 |
Less: Loss attributable to non-controlling interests | (1,776) | (85) | (2,509) | (255) |
Net (loss) income attributable to Privia Health Group, Inc. | $ (9,115) | $ 16,685 | $ (176,251) | $ 27,380 |
Net (loss) income per share attributable to Privia Health Group, Inc. stockholders – basic (in dollars per share) | $ (0.09) | $ 0.17 | $ (1.74) | $ 0.29 |
Net (loss) income per share attributable to Privia Health Group, Inc. stockholders – diluted (in dollars per share) | $ (0.09) | $ 0.17 | $ (1.74) | $ 0.29 |
Weighted average common shares outstanding - basic (in shares) | 105,896,622 | 95,950,929 | 101,576,775 | 95,945,804 |
Weighted average common shares outstanding – diluted (in shares) | 105,896,622 | 95,950,929 | 101,576,775 | 95,945,804 |
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, 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] | ||||||
Stock-based compensation expense | 121 | 121 | 121 | |||
Net (loss) income | 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 (loss) income | 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 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] | ||||||
Stock-based compensation expense | 121 | 121 | 121 | |||
Net (loss) income | 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] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 54,268 | |||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units | 108 | 108 | $ 1 | 107 | ||
Stock-based compensation expense | 121 | 121 | 121 | |||
Net (loss) income | 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] | ||||||
Stock-based compensation expense | 101 | 101 | 101 | |||
Net (loss) income | 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] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 328,323 | |||||
Net (loss) income | $ (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 | |||
Stock-based compensation expense | 202,560 | 202,560 | 202,560 | |||
Net (loss) income | (173,485) | (172,534) | (172,534) | (951) | ||
Ending Balance (in shares) at Jun. 30, 2021 | 105,740,462 | |||||
Ending Balance at Jun. 30, 2021 | 389,471 | 393,300 | $ 1,057 | 579,257 | (187,014) | (3,829) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 494,330 | |||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units | 615 | 615 | $ 5 | 610 | ||
Stock-based compensation expense | 25,800 | 25,800 | 25,800 | |||
Net (loss) income | (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 | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net (loss) income | $ (178,760) | $ 27,125 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation | 869 | 895 |
Amortization of intangibles | 482 | 483 |
Amortization of debt issuance costs | 120 | 100 |
Stock-based compensation | 228,461 | 363 |
Deferred tax benefit | (20,421) | (7,770) |
Changes in asset and liabilities: | ||
Accounts receivable | 734 | (10,138) |
Prepaid expenses and other current assets | (7,972) | (1,570) |
Other non-current assets | 1,091 | 2,242 |
Accounts payable | (2,064) | 2,459 |
Accrued expenses | 118 | (4,061) |
Physician and practice liability | 38,185 | 30,883 |
Other current liabilities | 1,770 | 815 |
Operating lease liabilities | 10,027 | 0 |
Other long-term liabilities | (5,262) | 404 |
Net cash provided by in operating activities | 67,378 | 42,230 |
Cash from investing activities | ||
Purchases of property and equipment | (396) | (380) |
Net cash used in investing activities | (396) | (380) |
Cash flows from financing activities | ||
Proceeds from initial public offering | 223,686 | 0 |
Payments of underwriting fees, net of discounts and offering costs | (12,691) | 0 |
Repayment of note payable | (656) | (656) |
Proceeds from exercised stock options | 648 | 108 |
Debt issuance costs | (490) | 0 |
Proceeds from revolving loan | 0 | 10,000 |
Line of credit payments | 0 | (10,000) |
Net cash provided by (used in) financing activities | 210,497 | (548) |
Net increase in cash and cash equivalents | 277,479 | 41,302 |
Cash and cash equivalents at beginning of period | 84,633 | 46,889 |
Cash and cash equivalents at end of period | 362,112 | 88,191 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 855 | 1,599 |
Income taxes paid | $ 451 | $ 371 |
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. (NASDAQ: PRVA) (“we”, “our” the “Company”), became the sole shareholder of PH Group Holdings Corp. (“PH Holdings”) (formerly Brighton Health Services Holding Corporation) effective August 11, 2016. At the time, the Company was a wholly owned subsidiary of Brighton Health Group Holdings, LLC (“BHG Holdings”) (formerly MC Acquisition Holdings I, LLC, HoldCo). The Company uses the same operational and financial model in each market. As of September 30, 2021, 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. 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 at least the majority owner. Initial Public Offering On May 3, 2021, the Company closed its initial public offering (“IPO”) of 22,425,000 shares of the Company’s common stock, $0.01 par value per share, at an offering price of $23.00 per share. On May 3, 2021, the Company also sold 4,000,000 shares to an affiliate of Anthem, Inc. (“Anthem”) in a private placement. In aggregate, the shares issued in the offering and Anthem private placement generated gross proceeds of $223.7 million and $211.0 million in net proceeds, which is net of underwriters’ discounts and commissions, and other offering costs. 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. All significant intercompany transactions are eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2021, are not indicative of the results to be expected for the full fiscal year ending December 31, 2021. The condensed balance sheet at December 31, 2020, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. In the opinion of management, all adjustments (consisting of only normal and recurring adjustments) considered necessary for a fair statement have been included. Variable Interest Entities Management evaluates the Company’s ownership, contractual, and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical information, among other factors. 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 Physicians owning a minority interest, and some medical groups are owned entirely by Privia Physicians (each, a “Non-Owned Medical Group”). The Company evaluated its relationship with Non-Owned Medical Groups and their historic practice entities (the “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 Physician Member Services Agreement (“PMSA”) and Support Services Agreement (“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). Based on the Company’s evaluations, Non-Owned Medical Groups do not represent VIEs. Accordingly, the Company has not consolidated the financial position, results of operations or cash flows of the Non-Owned Medical Groups that are affiliated with the Company by means of a SSA for the nine months ended September 30, 2021 and 2020. Each time the Company 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 SSAs, and the Company determined they do not represent VIEs as they do not meet the criteria in ASC 810. Emerging Growth Company Status We are an emerging growth company under the Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected to avail ourselves of this exemption and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Sarbanes-Oxley Act of 2002, Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) hold non-binding advisory votes on executive compensation and obtain shareholder approval of any golden parachute payments not previously approved. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure. On an on-going basis we evaluate significant estimates and assumptions, including, but not limited to, revenue recognition, stock-based compensation, estimated useful lives of assets, intangible assets subject to amortization, and the computation of income taxes. Future events and their effects cannot be predicted with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. Management evaluates and updates assumptions and estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. Operating Segments The Company determined in accordance with ASC 280, Segment Reporting (“ASC 280”) that the Company operates in and reports as a single operating segment, and therefore one reporting segment – Privia Health Group, Inc. Refer to Note 14 “Segment Financial Information” for additional information concerning the Company’s services. 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 three and nine months ended and as of September 30, 2021 and 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. See the Prospectus for additional information on impacts during 2020. We are closely monitoring the impact of the pandemic on all aspects of our business including impacts to employees, customers, patients, suppliers and vendors. On March 27, 2020, the CARES Act was passed. It is intended to provide economic relief to individuals and businesses affected by the coronavirus pandemic. It also contains provisions related to healthcare providers’ operations and the issues caused by the coronavirus pandemic. The following are significant economic impacts for the Company and its subsidiaries as a result of specific provisions of the CARES Act for the three and nine month periods ended September 30, 2021: • 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 $1.6 million is recorded in accrued expenses on the balance sheet as of September 30, 2021 related to this deferral and the Company intends to remit payment by the end of 2021; and • The Company received $13.3 million in grant funds from the Provider Relief Fund under the CARES Act during the nine months ended September 30, 2020. No funds were received from the Provider Relief Fund under the CARES Act during the nine months ended September 30, 2021. Non-Controlling Interest The non-controlling interest represents the equity interest of the non-controlling equity holders in results of operations of Complete MD Solutions LLC, Privia Management Services Organization (“PMSO”) and our Owned Medical Groups. The condensed consolidated financial statements include all assets, liabilities, revenues, and expenses of less-than-100%-owned affiliates where the Company has a controlling financial interest. The Company has separately reflected net income attributable to the non-controlling interests in net income in the condensed consolidated statements of operations. Significant Accounting Policies The Company described its significant accounting policies in Note 1 of the notes to condensed consolidated financial statements for the year ended December 31, 2020 in the Prospectus. During the three and nine months ended September 30, 2021, there were no significant changes to those accounting policies, other than those policies impacted by the new accounting pronouncements adopted during the period noted below and further described below in “Recently Adopted Accounting Pronouncements.” 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. 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. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following table presents our revenues disaggregated by source: For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in Thousands) 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. |
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 value of goodwill at September 30, 2021 and December 31, 2020 is approximately $118.7 million. The most recently completed annual impairment test of goodwill was performed as of October 1, 2020 and the fair value of the reporting unit exceeded the carrying value and therefore it was determined that no impairment existed. No indicators of impairment were identified during the nine months ended September 30, 2021 and 2020. 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: (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: (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 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 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 positive 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] | |
Stockholders’ Equity | Stockholders’ Equity 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 |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions On October 31, 2020, $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 There are no material commitments and contingencies as of September 30, 2021. |
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 September 30, 2021, 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 84% and 85% of such payments for the three month periods ended September 30, 2021 and 2020, respectively, and 82% for both the nine month periods ended September 30, 2021 and 2020, respectively. The Company evaluates accounts receivable to determine if they will ultimately be collected. In performing this evaluation, significant judgments and estimates are involved, such as past experience, credit quality, age of the receivable balance and current economic conditions that may affect ability to pay. As of September 30, 2021 and December 31, 2020, the Company had six payers within the network that made up approximately 71% and 70% of accounts receivable, respectively. |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | Net (Loss) Income Per Share 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 patients’ 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 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. |
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 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. |
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. 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 Physicians owning a minority interest, and some medical groups are owned entirely by Privia Physicians (each, a “Non-Owned Medical Group”). The Company evaluated its relationship with Non-Owned Medical Groups and their historic practice entities (the “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 Physician Member Services Agreement (“PMSA”) and Support Services Agreement (“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, |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure. On an on-going basis we evaluate significant estimates and assumptions, including, but not limited to, revenue recognition, stock-based compensation, estimated useful lives of assets, intangible assets subject to amortization, and the computation of income taxes. Future events and their effects cannot be predicted with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. Management evaluates and updates assumptions and estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. |
Operating Segments | Operating Segments The Company determined in accordance with ASC 280, Segment Reporting |
Non-Controlling Interest | Non-Controlling Interest The non-controlling interest represents the equity interest of the non-controlling equity holders in results of operations of Complete MD Solutions LLC, Privia Management Services Organization (“PMSO”) and our Owned Medical Groups. The condensed consolidated financial statements include all assets, liabilities, revenues, and expenses of less-than-100%-owned affiliates where the Company has a controlling financial interest. The Company has separately reflected net income attributable to the non-controlling interests in net income in the condensed consolidated statements of operations. |
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. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Pending Adoption | 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. |
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 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: (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: 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: (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 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: (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: (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 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 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 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of 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 |
Schedule of Restricted Stock Unit, Activity | The following table summarizes the RSU activity under the 2021 Plan: Number of Shares Grant Date Fair Value Unvested and outstanding at December 31, 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 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income 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 (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: 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 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) | Sep. 30, 2021USD ($)market$ / shares | May 03, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)segmentcompany$ / shares | Sep. 30, 2020USD ($) | Jan. 01, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of markets in which entity operates | market | 6 | |||||
MSO, ownership percentage | 100.00% | |||||
Number of MSOs where the company is at least the majority owner | company | 2 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Price per share (in dollars per share) | $ / shares | $ 23 | |||||
Number of operating segments | segment | 1 | |||||
Number of reportable segments | segment | 1 | |||||
Social security taxes repayment deferral period | 2 years | |||||
Social Security tax repayment percent, remainder of fiscal year | 50.00% | |||||
Social Security tax repayment percent, year one | 50.00% | |||||
Social Security taxes payable | $ 1,600,000 | $ 1,600,000 | ||||
Grants received | 0 | $ 13,300,000 | ||||
Right-of-use asset | 5,377,000 | 5,377,000 | $ 0 | |||
Operating lease liability | $ 10,040,000 | $ 10,040,000 | ||||
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 | |||||
Private Placement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued in transaction | shares | 4,000,000 | |||||
Consideration received on transaction | $ 92,000,000 | |||||
Initial Public Offering And Anthem Private Placement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from sale of stock, gross | 223,700,000 | |||||
Consideration received on transaction | $ 211,000,000 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue Desegregation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 251,524 | $ 207,170 | $ 690,887 | $ 603,376 |
FFS-patient care | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 200,208 | 168,622 | 550,607 | 474,816 |
FFS-administrative services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 16,407 | 14,489 | 47,162 | 42,663 |
Shared savings | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 25,333 | 15,905 | 62,045 | 49,441 |
Care management fees (PMPM) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 9,376 | 7,024 | 27,321 | 20,320 |
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 200 | $ 1,130 | $ 3,752 | $ 16,136 |
Revenue Recognition - Percentag
Revenue Recognition - Percentages By Source of Net Operating Revenue (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue from Contract with Customer Benchmark | Commercial insurers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 70.00% | 69.00% | 69.00% | 68.00% |
Revenue Benchmark | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 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% |
Revenue Benchmark | Patient | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13.00% | 13.00% | 15.00% | 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 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable | $ 98,384 | $ 99,118 |
Unearned revenue | $ 4,832 | $ 2,759 |
Revenue Recognition - Change In
Revenue Recognition - Change In Balance Of Total Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Contract With Customer Liability [Roll Forward] | ||
Beginning balance | $ 2,759 | |
Additions | 3,161 | |
Revenue Recognized | $ (200) | (1,088) |
Ending balance | $ 4,832 | $ 4,832 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized | $ 200 | $ 1,088 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 118,663 | $ 118,663 | $ 118,663 | ||
Amortization period | 10 years | ||||
Intangible amortization expense | $ 200 | $ 200 | $ 482 | $ 483 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule Of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | $ 9,900 | $ 9,900 |
Less accumulated amortization | (4,402) | (3,920) |
Total | 5,498 | 5,980 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 4,600 | 4,600 |
Less accumulated amortization | (1,629) | (1,457) |
Consumer customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 2,500 | 2,500 |
Less accumulated amortization | (1,771) | (1,583) |
PMG customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 600 | 600 |
Less accumulated amortization | (177) | (158) |
Management Service Agreement (Complete MD) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 2,200 | 2,200 |
Less accumulated amortization | $ (825) | $ (722) |
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 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 160 | |
2022 | 643 | |
2023 | 643 | |
2024 | 559 | |
2025 | 393 | |
Thereafter | 3,100 | |
Total | $ 5,498 | $ 5,980 |
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 |
Cash paid for amounts included in the measurement of lease liabilities - operating leases | $ 1,629 | |
Weighted-average remaining lease term - operating leases | 4 years 9 months 18 days | 4 years 9 months 18 days |
Weighted-average discount rate - operating leases | 3.50% | 3.50% |
Leases - Schedule Of Future Lea
Leases - Schedule Of Future Lease Payment (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Leases [Abstract] | |
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 - S
Property and Equipment, Net - Schedule of Property Plant And Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 7,367 | $ 6,987 |
Less accumulated depreciation and amortization | (3,026) | (2,173) |
Property and equipment, net | 4,341 | 4,814 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,110 | 1,073 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,430 | 1,051 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 4,827 | $ 4,863 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and benefits | $ 5,587 | $ 6,167 |
Bonuses payable | 7,903 | 10,418 |
Other accrued expenses | 17,813 | 14,600 |
Accrued expenses | $ 31,303 | $ 31,185 |
Note Payable - Schedule of Long
Note Payable - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Note payable | $ 33,469 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Note payable | 33,469 | $ 34,125 |
Less debt issuance costs | (930) | (466) |
Less current portion | (875) | (875) |
Note payable, net | $ 31,664 | $ 32,784 |
Note Payable - Narrative (Detai
Note Payable - Narrative (Details) - USD ($) | Aug. 27, 2021 | Nov. 15, 2019 | Sep. 30, 2020 | Jul. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 31, 2021 | Aug. 29, 2021 | Dec. 31, 2020 | Jul. 17, 2020 |
Debt Instrument [Line Items] | |||||||||||||
Proceeds from revolving loan | $ 0 | $ 10,000,000 | |||||||||||
Line of credit payments | 0 | 10,000,000 | |||||||||||
Note payable | $ 33,469,000 | 33,469,000 | |||||||||||
Interest expense | 300,000 | $ 500,000 | 900,000 | 1,500,000 | |||||||||
Debt Issuance costs Amortization | 0 | $ 0 | 100,000 | $ 100,000 | |||||||||
Line of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, percentage of minimum outstanding borrowings | 125.00% | ||||||||||||
Debt instrument, minimum outstanding borrowings | $ 15,000,000 | ||||||||||||
Debt instrument, fixed charge, minimum coverage ratio | 125.00% | ||||||||||||
Debt instrument, fixed charge, maximum leverage ratio | 300.00% | ||||||||||||
Line of Credit | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 65,000,000 | $ 10,000,000 | $ 65,000,000 | $ 15,000,000 | $ 15,000,000 | ||||||||
Proceeds from revolving loan | $ 10,000,000 | ||||||||||||
Line of credit payments | $ 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] | |||||||||||||
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] | |||||||||||||
Interest rate floor | 0.50% | ||||||||||||
Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amount of loan | 35,000,000 | ||||||||||||
Interest rate | 3.00% | 3.00% | |||||||||||
Proceeds from issuance of long-term debt | $ 35,000,000 | ||||||||||||
Prepayment premium percentage | 1.00% | ||||||||||||
Note payable | $ 33,469,000 | $ 33,469,000 | 34,125,000 | ||||||||||
Debt issuance costs | $ 930,000 | $ 930,000 | $ 466,000 | ||||||||||
Term Loan | On September 30, 2021 and December 31, 2020 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amortization percent of original principal amount | 0.625% | ||||||||||||
Term Loan | After September 30, 2021 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amortization percent of original principal amount | 1.25% | ||||||||||||
Term Loan | London Interbank Offered Rate (LIBOR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 2.00% | ||||||||||||
Term Loan | Base Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 1.00% |
Note Payable - Schedule of Matu
Note Payable - Schedule of Maturity of Debt (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2021 | $ 219 |
2022 | 875 |
2023 | 875 |
2024 | 1,313 |
2025 | 1,750 |
Thereafter | 28,437 |
Note payable | $ 33,469 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Benefit from income taxes | $ 2,210 | $ 8,561 | $ 20,214 | $ 7,387 |
Effective income tax rate | 9.70% | 1.00% |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | May 03, 2021 | Apr. 06, 2021 | Apr. 01, 2021 | Apr. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2023 | Dec. 31, 2020 | Aug. 28, 2018 | Jan. 17, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Price per share (in dollars per share) | $ 23 | ||||||||||||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 150,000,000 | ||||||||||
Number of options granted | 3,730,717 | ||||||||||||
Unrecognized share-based compensation expense | $ 62,300 | $ 119,100 | $ 119,100 | ||||||||||
Period for recognition | 4 years | 1 year | |||||||||||
Common stock, shares issued (in shares) | 106,234,792 | 106,234,792 | 95,985,817 | ||||||||||
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 shares) | 10,278,581 | ||||||||||||
Award percentage increase | 5.00% | ||||||||||||
Options grant price percent of fair market value of company stock price (at least) | 100.00% | ||||||||||||
Number of instruments granted | 1,183,871 | ||||||||||||
2021 ESPP | |||||||||||||
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 shares) | 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 | |||||||||||
Period of acceleration | 1 year | ||||||||||||
Accelerated cost | $ 195,100 | ||||||||||||
Options | Forecast | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Accelerated cost | $ 89,900 | ||||||||||||
Options | Chief Executive Officer | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Period of acceleration | 4 months | ||||||||||||
Restricted Stock Units (RSUs) | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of instruments granted | 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 |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of Options Activity (Details) | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Sep. 30, 2021$ / sharesshares |
Number of Shares | |||
Beginning balance (in shares) | shares | 18,300,959 | ||
Granted (in shares) | shares | 3,730,717 | ||
Exercised (in shares) | shares | (328,323) | ||
Forfeited (in shares) | shares | (172,547) | ||
Ending balance (in shares) | shares | 21,530,806 | 18,300,959 | 21,530,806 |
Exercisable options (in shares) | shares | 12,272,394 | 12,272,394 | |
Weighted- Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 2.01 | ||
Granted (in dollars per share) | 23.16 | ||
Exercised (in dollars per share) | 2.11 | ||
Forfeited (in dollars per share) | 9.73 | ||
Ending balance (in dollars per share) | $ 5.61 | $ 2.01 | 5.61 |
Weighted-Average Exercise Price, Exercisable options (in dollars per share) | 2.01 | 2.01 | |
Weighted- Average Grant-Date Fair Value | |||
Beginning Balance (in dollars per share) | 1.91 | 0.34 | 1.91 |
Granted (in dollars per share) | 9.58 | ||
Exercised (in dollars per share) | 0.48 | ||
Forfeited (in dollars per share) | 3.75 | ||
Ending balance (in dollars per share) | 1.91 | $ 0.34 | $ 1.91 |
Weighted-Average Grant-Date Fair Value, Exercisable options (in dollars per share) | $ 0.34 | ||
Weighted-Average Remaining Contractual Life | 7 years 6 months 3 days | 7 years 9 months 25 days | |
Weighted-Average Remaining Contractual Life, Exercisable options | 7 years 3 days |
Stockholders_ Equity - Schedu_2
Stockholders’ Equity - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Number of Shares | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 1,199,315 |
Vested (in shares) | shares | (195,652) |
Forfeited (in shares) | shares | (14,011) |
Ending balance (in shares) | shares | 989,652 |
Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 23.19 |
Vested (in dollars per share) | $ / shares | 23 |
Forfeited (in dollars per share) | $ / shares | 23 |
Ending balance (in dollars per share) | $ / shares | $ 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 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 19,825 | $ 121 | $ 178,751 | $ 363 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - Affiliated Entity - USD ($) $ in Millions | Oct. 31, 2020 | Oct. 31, 2020 | Dec. 22, 2020 |
Related Party Transaction [Line Items] | |||
Due from related parties | $ 4 | $ 4 | |
Repayments of related party debt | 4 | ||
Notes payable, related parties | $ 4.7 | 4.7 | $ 4.7 |
Interest Paid | |||
Related Party Transaction [Line Items] | |||
Amount of transaction | $ 0.2 |
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 |
Concentration Risk [Line Items] | ||||||
Number of institutions in which company holds its cash and cash equivalents | 2 | |||||
Revenue Benchmark | Customer Concentration Risk | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 100.00% | 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% | ||
Accounts Receivable | Customer Concentration Risk | Six Payers | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 71.00% | 70.00% |
Net (Loss) Income Per Share - S
Net (Loss) Income Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
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 (in shares) | 105,896,622 | 95,950,929 | 101,576,775 | 95,945,804 |
Weighted average common shares outstanding – diluted (in shares) | 105,896,622 | 95,950,929 | 101,576,775 | 95,945,804 |
Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic (in dollars per share) | $ (0.09) | $ 0.17 | $ (1.74) | $ 0.29 |
Earnings per share attributable to Privia Health Group, Inc. common stockholders – diluted (in dollars per share) | $ (0.09) | $ 0.17 | $ (1.74) | $ 0.29 |
Net (Loss) Income Per Share -_2
Net (Loss) Income Per Share - Schedule Of Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Potentially dilutive stock options and RSUs to purchase common shares | 20,352,659 | 17,952,492 | 20,410,709 | 17,977,529 |
Segment Financial Information (
Segment Financial Information (Details) | 9 Months Ended |
Sep. 30, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |