0001628280-21-023544 | S-1 | XBRL Viewer

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 12
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-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 12
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-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets, Net

For the purposes of the goodwill impairment assessment, the company as a whole is considered to be the reporting unit. The fair value of the reporting unit is estimated using a combination of three approaches, all equally weighted: a) discounted cash flow analysis (income approach), b) fair value of comparable transactions (transaction approach) and c) enterprise value to revenue multiple for comparable companies (market approach). Potential impairment is indicated when the carrying value of a reporting unit exceeds its estimated fair value. The Company’s carrying amount of goodwill at December 31, 2020 and 2019 is approximately $118.7 million. As discussed in Note 1 “Organization and Summary of Significant Accounting Policies,” the Company tested goodwill for impairment as of October 1, 2020 and 2019 and the fair value of the reporting unit exceeded the carrying value and therefore, during the years ended December 31, 2020 and 2019, there were no changes in the recognized amounts of goodwill.

A summary of the Company’s intangible assets is as follows:


	December 31, 2020				December 31, 2019
(Dollars in thousands)	Intangible Assets		Accumulated Amortization		Intangible Asset		Accumulated Amortization
Trade names	$	4,600	$	1,457	$	4,600	$	1,227
Consumer customer relationships	2,500		1,583		2,500		1,333
PMG customer relationships	600		158		600		134
Management Service Agreement (Complete MD)	2,200		722		2,200		584
	9,900		$	3,920	9,900		$	3,278
Less accumulated amortization.	(3,920)				(3,278)
Intangible assets, net.	$	5,980			$	6,622

The remaining weighted average life of all amortizable intangible assets is approximately 10.75 years at December 31, 2020.

Amortization expense for intangible assets was approximately $0.6 million for the years ended December 31, 2020, 2019 and 2018.

Estimated amortization expense for the Company’s intangible assets for the following five years is as follows:


Year ending December 31:	(Dollars in Thousands)
2021	$	643
2022	643
2023	643
2024	559
2025	393
Thereafter	3,099
Total	$	5,980

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 Assets		Accumulated Amortization		Intangible Assets		Accumulated Amortization
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

9 Months Ended

Sep. 30, 2021

Leases [Abstract]

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

9 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

A summary of the Company’s property and equipment, net is as follows:


	December 31,
(Dollars in Thousands)	2020		2019
Furniture and fixtures	$	1,073	$	1,076
Computer equipment	1,051		869
Leasehold improvements	4,863		4,661
	6,987		6,606
Less accumulated depreciation and amortization	(2,173)		(984)
Property and equipment, net	$	4,814	$	5,622

Depreciation expense, including amortization of leasehold improvements, was approximately $1.2 million, $0.8 million and $0.4 million for the years ended December 31, 2020, 2019 and 2018, respectively.

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

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses consisted of the following:


	December 31,
(Dollars in Thousands)	2020		2019
Accrued employee compensation and benefits	$	6,167	$	3,475
Bonuses payable	10,418		8,836
Other accrued expenses	14,600		15,628
Total accrued expenses.	$	31,185	$	27,939

Accrued Expenses

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

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Note Payable

The Company’s note payable consists of the following:


	December 31,
(Dollars in Thousands)	2020		2019
Note payable	$	34,125	$	35,000
Less debt issuance costs	(466)		(600)
Less current portion	(875)		(875)
Note payable, net	$	32,784	$	33,525

On August 15, 2016, the Company entered into a Loan and Security Agreement with a third-party financial institution. The debt agreement provided for up to $30.0 million in term loans that were scheduled to mature on September 1, 2020 at the greater of prime plus 7.45% or 10.95% payable monthly. The Company borrowed

$20.0 million initially in August 2016 and an additional $10.0 million in May 2017. The financing allowed for early repayment if the Company paid a pre-payment fee of 3% during the first 12 months, 2% between 12 and 24 months and 0.5% between 24 months and 36 months. On November 15, 2019, this debt was fully repaid using proceeds from a new credit facility the Company entered into with another third-party financial institution. Unamortized debt issuance costs of approximately $0.1 million were written off.

On November 15, 2019, the Company entered into a Credit Agreement with a third-party financial institution. The debt agreement provides for up to $35.0 million in term loans that mature on November 15, 2024 with interest payable monthly at the lesser of LIBOR plus 2.5% or ABR plus 1.5% payable monthly (4.24% at December 31, 2019), plus up to an additional $10.0 million of financing in the form of a revolving loan. The revolving loan also includes a letter of credit sub-facility in the aggregate availability amount of $2.0 million and a swingline sub-facility in the aggregate availability amount of $2.0 million. The Company borrowed $35.0 million in term loans on November 15, 2019. During the first year of any loans, the financing allows for early repayment of part or all of the term loans in increments of $0.5 million with a pre-payment fee of 1% of any debt prepaid. After the first year from any borrowing, the debt may be repaid without the pre-payment fee.

During March 2020, the Company borrowed $10.0 million against the revolving loan, which bears interest at the lesser of LIBOR + 2.5% or ABR + 1.5% payable monthly and matures November 15, 2024. These borrowings were repaid in 2020 with $5.0 million repaid in July 2020 and $5.0 million repaid in September 2020. On July 17, 2020, the Company increased its capacity under the revolving loan to $15.0 million. As of December 31, 2020 and 2019 there were no amounts outstanding under the revolving loan.

Interest expense relating to the note payable and revolving loan was approximately $1.9 million, $4.0 million and $3.8 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Debt issuance costs relating to the term loans of approximately $0.6 million have been capitalized and are being amortized over the life of the loan using the effective interest method. Amortization expense, including amounts written off in 2020, of approximately $0.1 million, $0.3 million and $0.1 million was recorded for the years ended December 31, 2020, 2019 and 2018, respectively.

Substantially all of the Company’s real and personal property serve as collateral under the above debt arrangements. The Credit Agreement requires the Company to maintain (i) a consolidated fixed charge coverage ratio not less than 1.25 to 1.0, and (ii) a consolidated leverage ratio of no more than 4.0 to 1.0 on December 31, 2020, 3.5 to 1.0 on March 31, 2021 and 3.0 to 1.0 thereafter. The Company is in compliance with its debt covenants for the years ended December 31, 2020, and 2019.

Annual aggregate principal payments applicable to long-term debt for years subsequent to December 31, 2020 are as follows:


Year ending December 31:	(Dollars in Thousands)
2021	$	875
2022	1,750
2023	2,625
2024	28,875
2025	—
Total	$	34,125

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

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Income Taxes

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Income Taxes

The (benefit from) provision for income taxes for years ending December 31, 2020, 2019 and 2018 are as follows:


	December 31,
(Dollars in Thousands)	2020		2019		2018
Current:
Federal	$	—	$	—	$	—
State and Local	363		492		182
Total current.	363		492		182
Deferred:
Federal	(6,440)		546		(197)
State and Local	(1,364)		169		(61)
Total deferred	(7,804)		715		(258)
Total (Benefit from) provision for incomes taxes.	$	(7,441)	$	1,207	$	(76)

Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and deferred tax liabilities as of December 31, 2020 and 2019 are as follows:


	December 31,
(Dollars in Thousands)	2020		2019
Deferred tax assets
Net operating loss carryforwards	$	9,758	$	13,480
Stock compensation	657		545
Other accruals	531		1,969
Total deferred tax assets	10,946		15,994
Deferred tax liabilities
Fixed and intangible assets	(5,993)		(5,165)
Total deferred tax liabilities	(5,993)		(5,165)
Deferred tax assets, net	4,953		10,829
Less: valuation allowance	—		(13,710)
Deferred tax asset (liability), net	$	4,953	$	(2,881)

For the year ended December 31, 2020, the Company completed an assessment of the likelihood of realizing all or some portion of its net deferred tax assets. This assessment concluded that the Company realized positive cumulative income over the last three years and combined with the forecast of future taxable income, it determined it was more likely than not that the Company will be in a position to realize the benefits of the deferred tax asset. As such, the valuation allowance was removed, which resulted in a net deferred tax asset balance as of December 31, 2020. For the year ended December 31, 2019, the Company’s assessment considered the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies and concluded that it was more likely than not that a portion of deferred tax assets are not realizable and, accordingly, recorded a valuation allowance of approximately $13.7 million as of December 31, 2019. The net deferred tax liability in 2019 is the result of indefinite-lived liabilities related to intangible assets. As of December 31, 2020, the Company has generated Federal and State net operating loss carryforwards of approximately $39.5 million and $29.6 million (post-apportioned state NOL) respectively, that begin to expire in 2034.

The following is a reconciliation of income tax computed at the Federal statutory income tax rate to the (benefit from) provision for income taxes:


	Amount						Percent
	December 31,						December 31,
(Dollars in Thousands)	2020		2019		2018		2020		2019		2018
Tax benefit computed at Federal statutory income tax rate	$	4,927	$	1,922	$	(896)	21.0	%	21.0	%	21.0	%
Permanent items	—		124		100		—		1.4		(2.3)
State tax expense, net of Federal benefit	1,426		901		(62)		6.1		9.8		1.5
Valuation allowance	(13,710)		(2,125)		755		(58.4)		(23.2)		(17.7)
Rate change	(56)		—		—		(0.2)		—		—
Other	(28)		385		27		(0.1)		4.2		(0.6)
(Benefit from) provision for income taxes	$	(7,441)	$	1,207	$	(76)	(31.6)	%	13.2	%	1.9	%

The permanent items impacting the income tax provision are primarily attributable to the non-deductibility of meals and entertainment.

The 2020, 2019 and 2018 Federal and state income tax returns are within the statute of limitations (“SOL”) and are currently not under examination by any Federal or state tax authority.

The Tax Act enacted on December 22, 2017 reduced the U.S. federal corporate income tax rate from 35% to 21%, effective January 1, 2018. The SEC staff issued Staff Accounting Bulletin 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification 740, Income Taxes (“ASC 740”). The Company has completed its accounting for the tax effects of the Tax Act.

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 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.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-Section 50
-Paragraph 21
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
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-Subparagraph (SAB TOPIC 6.I.5.Q1)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 270
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-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Share-based Payment Arrangement [Abstract]

Stockholders’ Equity

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Share-based Compensation

Stock option plan

The PH Group Holdings Corp. Stock Option Plan (the PH Group Option Plan) was created on January 17, 2014. The employees of the Company and its subsidiaries, consultants of the Company and the employees of Brighton Health Plan Services Holdings Corp. (BHPS) (a wholly-owned subsidiary of BHG Holdings) and its subsidiaries who have performed services for the Company were the participants of the PH Group Option Plan. The aggregate number of shares of common stock for which options may be granted under the PH Group Option Plan shall not exceed 4,229,850 shares.

Effective August 11, 2016, the PH Group Option Plan was transferred to its parent and became the PH Group Parent Corp. Stock Option Plan (the PH Parent Option Plan). All other terms in the PH Group Option Plan remained unchanged in the PH Parent Option Plan at the effective date of the transfer.

Effective August 28, 2018, the PH Parent Option Plan was amended and restated to increase the aggregate number of shares of common stock for which options may be granted from 4,229,850 shares to 18,985,846 shares.

Stock option activity

The following table summarizes information about the PH Parent Option Plan transactions:


	Options Outstanding	Weighted- Average Exercise Price		Weighted- Average Grant-Date Fair Value		Weighted- Average Remaining Contractual Life
Balance at December 31, 2017	3,907,067	$	2.34	$	0.55	8.20
Granted in 2018	14,202,635	2.00		0.32
Exercised in 2018	(53,079)	2.00		0.32
Cancelled in 2018	(2,087,359)	2.35		0.49
Forfeited in 2018	(525,152)	2.36		0.63
Balance at December 31, 2018	15,444,112	$	2.03	$	0.34	9.45
Granted in 2019	3,202,435	2.00		0.36
Exercised in 2019	—	—		—
Cancelled in 2019	(227,600)	2.36		0.52
Forfeited in 2019	(771,114)	2.12		0.42
Balance at December 31, 2019	17,647,833	$	2.01	$	0.34	8.71
Granted in 2020	830,194	2.00		0.37
Exercised in 2020	(54,268)	2.00		0.32
Cancelled in 2020	—	—		—
Forfeited in 2020	(122,800)	2.22		0.46
Balance at December 31, 2020	18,300,959	$	2.01	$	0.34	7.82
Exercisable options	3,276,976	$	2.00	$	0.32	7.76

The aggregate intrinsic value of options exercised for the years ended December 31, 2020, 2019 and 2018 was $0.

Approximately 27% of these options granted in 2019 and 2018 vest based on requisite service period ranging from zero to four years (time-based options) and approximately 73% vest only upon the occurrence of a liquidity event (performance-based options). Approximately 14% of options granted in 2020 vest based on requisite service period of four years (time-based options) and approximately 86% vest only upon the occurrence of a liquidity event (performance-based options). For the performance-based options, the vested options only become exercisable upon a liquidity event and with respect to meeting certain financial conditions. Options granted under the PH Group Option Plan generally expire ten years after the date of grant.

For the time-based options, approximately 50% vested in 2018 and approximately 50% remained unvested at December 31, 2018. The vested and unvested options had a weighted-average fair value of $0.32 per share at August 28, 2018.

Of the 14,202,635 options that were granted in 2018, 2,087,359 options for 22 employees relate to reissuing of options that were cancelled in 2018. These options were considered to be modified in accordance with ASC 718 since unlike the cancelled options, the reissued options can vest and become exercisable, at least in part, prior to achievement of a liquidity event.

For the time-based options, approximately 17% vested in 2019 and approximately 83% remained unvested at December 31, 2019. The vested and unvested options had a weighted-average fair value of $0.36 per share.

Of the 3,202,435 options that were granted in 2019, 227,600 options relate to reissuing of options that were cancelled in 2019. These options were considered to be modified in accordance with ASC 718 since unlike the cancelled options, the reissued options can vest and become exercisable, at least in part, prior to achievement of a liquidity event.

For the time-based options issued in 2020, approximately 1% vested in 2020 and approximately 99% remain unvested at December 31, 2020. The vested and unvested options had a weighted-average fair value of $0.40 per share.

Share-based compensation expense

The estimated fair value of the outstanding time-based options is recognized as share-based compensation expense over the vesting period of the options. For the years ended December 31, 2020, 2019 and 2018, the Company recognized share-based compensation expense of approximately $0.5 million, $0.2 million and $1.9 million, respectively, related to the time-based options, which is included in general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2020, 2019 and 2018, respectively, the Company has approximately $0.8 million, $1.2 million and $1.1 million of unrecognized share-based compensation expense related to unvested time-based options. Future share-based compensation expense will be recognized on a straight-line basis over the remaining vesting period for the time-based options.

We estimate the fair value of the options granted using the Monte Carlo option pricing model with the following assumptions presented on a weighted average basis:


	December 31,
	2020			2019			2018
Expected term in years	5			5			5
Expected stock price volatility	51.2		%	39.1		%	43.8		%
Risk-free interest rate	0.36		%	1.69		%	2.53		%
Expected dividend yield	0.0		%	0.0		%	0.0		%
Estimated fair value per option granted	$	0.66		$	0.36		$	0.32

The Company did not recognize any share-based compensation expense related to the performance-based options as the shares are only exercisable upon a liquidity event which did not occur during the period.

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

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.

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- Average Exercise Price		Weighted- Average Grant-Date Fair Value	Weighted- Average Remaining Contractual Life
Balance at December 31, 2020	18,300,959	2.01		0.34	7.82
Granted	3,730,717	23.16		9.58
Exercised	(328,323)	2.11		0.48
Forfeited	(172,547)	9.73		3.75
Balance at September 30, 2021	21,530,806	$	5.61	1.91	7.51
Exercisable at September 30, 2021	12,272,394	$	2.01	0.34	7.01

RSU Activity

The following table summarizes the RSU activity under the 2021 Plan:


	Number of Shares	Grant Date Fair Value
Unvested and outstanding at December 31, 2020	—	—
Granted	1,199,315	$	23.19
Vested	(195,652)	$	23.00
Forfeited	(14,011)	$	23.00
Unvested and outstanding at September 30, 2021	989,652	$	23.23

Stock-based compensation expense

Total stock-based compensation expense for the three months ended September 30, 2021 and 2020, was approximately $25.8 million and $0.1 million, respectively, and $228.5 million and $0.4 million for the nine months ended September 30, 2021 and 2020, respectively. At September 30, 2021, there was approximately $119.1 million of unrecognized stock-based compensation expense related to unvested options and RSUs, net of forfeitures, that is expected to be recognized over a weighted-average period of 1.0 year.

Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Dollars in Thousands)	2021		2020		2021		2020
Cost of platform	$	4,947	$	—	$	40,987	$	—
Sales and marketing	1,028		—		8,723		—
General and administrative	19,825		121		178,751		363
Total stock-based compensation	$	25,800	$	121	$	228,461	$	363

Share-based Compensation

9 Months Ended

Sep. 30, 2021

Share-based Compensation

Stock option plan

Stock option activity

The following table summarizes information about the PH Parent Option Plan transactions:


	Options Outstanding	Weighted- Average Exercise Price		Weighted- Average Grant-Date Fair Value		Weighted- Average Remaining Contractual Life
Balance at December 31, 2017	3,907,067	$	2.34	$	0.55	8.20
Granted in 2018	14,202,635	2.00		0.32
Exercised in 2018	(53,079)	2.00		0.32
Cancelled in 2018	(2,087,359)	2.35		0.49
Forfeited in 2018	(525,152)	2.36		0.63
Balance at December 31, 2018	15,444,112	$	2.03	$	0.34	9.45
Granted in 2019	3,202,435	2.00		0.36
Exercised in 2019	—	—		—
Cancelled in 2019	(227,600)	2.36		0.52
Forfeited in 2019	(771,114)	2.12		0.42
Balance at December 31, 2019	17,647,833	$	2.01	$	0.34	8.71
Granted in 2020	830,194	2.00		0.37
Exercised in 2020	(54,268)	2.00		0.32
Cancelled in 2020	—	—		—
Forfeited in 2020	(122,800)	2.22		0.46
Balance at December 31, 2020	18,300,959	$	2.01	$	0.34	7.82
Exercisable options	3,276,976	$	2.00	$	0.32	7.76

The aggregate intrinsic value of options exercised for the years ended December 31, 2020, 2019 and 2018 was $0.

Share-based compensation expense

We estimate the fair value of the options granted using the Monte Carlo option pricing model with the following assumptions presented on a weighted average basis:


	December 31,
	2020			2019			2018
Expected term in years	5			5			5
Expected stock price volatility	51.2		%	39.1		%	43.8		%
Risk-free interest rate	0.36		%	1.69		%	2.53		%
Expected dividend yield	0.0		%	0.0		%	0.0		%
Estimated fair value per option granted	$	0.66		$	0.36		$	0.32

Stockholders’ Equity

Anthem Private Placement

Stock option plan

2021 Omnibus Incentive Plan

2021 Employee Stock Purchase Plan

Stock option activity

The following table summarizes stock option activity under the Prior Plan and Plan:


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Grant-Date Fair Value	Weighted- Average Remaining Contractual Life
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

Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Dollars in Thousands)	2021		2020		2021		2020
Cost of platform	$	4,947	$	—	$	40,987	$	—
Sales and marketing	1,028		—		8,723		—
General and administrative	19,825		121		178,751		363
Total stock-based compensation	$	25,800	$	121	$	228,461	$	363

Employee Benefit Plans	9 Months Ended
Employee Benefit Plans	Sep. 30, 2021
Retirement Benefits [Abstract]
Employee Benefit Plan	Employee Benefit Plans The Company has a voluntary 401(k) savings plan that provides a 3.0% safe harbor contribution to all employees. In addition, a minimum profit-sharing contribution is required to satisfy year end plan testing. The profit-sharing contribution was approximately 1.4% in 2020, 2019 and 2018. The Company made contributions of approximately $2.4 million, $2.0 million and $2.0 million for the years ended December 31, 2020, 2019 and 2018, respectively, recorded within cost of platform, sales and marketing and general and administrative expenses in the accompanying consolidated statements of operations.

Related-Party Transactions	9 Months Ended
Related-Party Transactions	Sep. 30, 2021
Related Party Transactions [Abstract]
Related-Party Transactions	Related-Party Transactions The Company had various note payable agreements with BHPS which is a subsidiary of BHG Holdings. Effective September 18, 2019, $13.3 million of the notes were assigned to BHG Holdings and the related interest payable was paid by the Company, leaving $8.7 million outstanding. On September 18, 2019 the $13.3 million obligation was forgiven. Principal payments on the notes payable with BHPS were due within three years of inception of the notes, with maturity dates ranging from December 2020 to December 2021. However, the related party notes payable were subordinated to the third-party financing and cannot be repaid without prior authorization from the third-party lender. Refer to Note 7 “Note Payable” for further details. On January 30, 2018, the Company entered into a Promissory Note Agreement (“APNA”) with affiliated investors. The APNA borrowed $15.3 million in term loans that matured on January 30, 2020 (“Maturity Date”) with interest payable on the Maturity Date at a rate of 17.5%. The APNA may be repaid early without the pre-payment fee and was subordinated to the third-party financing and cannot be repaid without prior authorization from the third-party lender. Refer to Note 7 “Note Payable” for further details. The APNA was repaid in full on November 15, 2019 including all interest due and payable. The Company had both due to related parties and due from related parties for amounts funded and borrowed from affiliates as well as for services provided by related parties. As of December 31, 2019, the net due from affiliate balances was $4.0 million. On October 31, 2020, the $4.0 million of related party receivables was used to repay $4.0 million of the Notes payable to related parties, leaving $4.7 million of Notes payable to related parties. The Company paid interest of $0.2 million through October 31, 2020. In addition, on December 22, 2020, the remaining $4.7 million of Notes payable to related parties were converted to a capital contribution, leaving no remaining Notes payable to related parties outstanding as of December 31, 2020. 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

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Operating Leases

The Company is obligated under non-cancelable operating leases for office space expiring at various dates through 2026. The required total lease payments for each year subsequent to December 31, 2020 are as follows:


Year ending December 31:	(Dollars in Thousands)
2021	$	2,413
2022	2,213
2023	2,261
2024	2,274
2025	2,237
Thereafter	1,408
Total	$	12,806

Rent expense was approximately $2.5 million, $3.4 million and $2.5 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Contractual Obligations

On September 15, 2015, the Company entered into an agreement with a large physician practice where Privia would pay up to $5.0 million in exchange for a ten-year services agreement of which $4.0 million was paid in 2015. The remaining $1.0 million was due if the practice eliminated its ability to terminate the agreement on or before September 15, 2018. The option expired as it was not exercised by September 15, 2018. Accordingly, the Company recorded a $4.0 million asset in 2015 to be amortized over the ten-year period of the services agreement. The Company recorded approximately $0.4 million of amortization expense related to this asset for both the years ended December 31, 2019 and 2018. As of December 31, 2019, approximately $2.3 million is included in other long-term assets in the accompanying consolidated balance sheets. On June 24, 2020, the physician practice terminated their agreement and paid an early termination fee of $2.1 million, leaving no balance as of December 31, 2020.

On April 5, 2016, the Company entered into an agreement with a physician practice where the Company agreed to provide up to $2.5 million to help grow the practice. No amounts have been provided as of December 31, 2020 and 2019 under this agreement.

The Company has purchase commitments of $2.2 million that will be coming due over the next three years.

Legal Contingencies

We are involved, from time to time, in lawsuits arising in the normal course of business. We believe these pending lawsuits will not have a material adverse impact on our financial position or statement of operations or cash flows.

Commitments and Contingencies There are no material commitments and contingencies as of September 30, 2021.

Concentrations of Credit Risk	9 Months Ended
Concentrations of Credit Risk	Sep. 30, 2021
Risks and Uncertainties [Abstract]
Concentrations of Credit Risk	Concentrations of Credit Risk Our financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. While our cash and cash equivalents are managed by reputable financial institutions, the Company’s cash balances with the individual institutions may at times exceed the federally insured limits. At December 31, 2020, substantially all of the Company’s cash and cash equivalents were held at two financial institutions. The Company believes these financial institutions are financially sound and that minimal credit risk exists. The Company receives payment for medical services provided to patients by its physicians through contracts with payers. Six payers within the network accounted for approximately 75%, 74% and 69% of such payments for the years ended December 31, 2020, 2019 and 2018, respectively. The Company evaluates accounts receivable to determine if they will ultimately be collected. In performing this evaluation, significant judgments and estimates are involved, such as past experience, credit quality, age of the receivable balance and current economic conditions that may affect ability to pay. As of December 31, 2020, 2019 and 2018, the Company had six payers within the network that made up approximately 70%, 69% and 68%, respectively, of accounts receivable. 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 Income (Loss) Per Share

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

A reconciliation of net income (loss) available to common shareholders and the number of shares in the calculation of basic and diluted earnings (loss) per share was calculated as follows:


	December 31,
(in thousands, except for share and per share amounts)	2020		2019		2018
Net income (loss) attributable to Privia Health Group, Inc. common stockholders	$	31,244	$	8,244	$	(3,044)
Weighted average common shares outstanding - basic	95,950,062		95,931,549		95,880,506
Potentially dilutive stock options	—		—		—
Weighted average common share outstanding - diluted	95,950,062		95,931,549		95,880,506
Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic and diluted	$	0.33	$	0.09	$	(0.03)

The treasury stock method is used to consider the effect of the potentially dilutive stock options. The following weighted-average outstanding shares of potentially dilutive securities were excluded from computation of diluted loss per share attributable to common shareholders for the period presented because including them would have been antidilutive:


	December 31,
	2020	2019	2018
Potentially dilutive stock options to purchase common shares	18,300,959	17,647,833	15,444,112
Total potential dilutive shares	18,300,959	17,647,833	15,444,112

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


	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	9 Months Ended
Segment Financial Information	Sep. 30, 2021
Segment Reporting [Abstract]
Segment Financial Information	Segment Financial Information The Company determined in accordance with ASC Topic 280, Segment Reporting (“ASC 280”), that the Company operates in and reports as a single operating segment, which is to care for its patient’s needs. Operating segments are identified as components of an enterprise where separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, who reviews financial operating results on a regular basis for the purpose of allocating resources and evaluating financial performance. The Company defines its CODM as its Chief Executive Officer, who regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. Although the Company derives its revenues from a number of different geographic regions, the Company neither allocates resources based on the operating results from the individual regions, nor manages each individual region as a separate business unit. The Company’s CODM manages the operations on a consolidated basis to make decisions about overall corporate resource allocation and to assess overall corporate profitability. As of December 31, 2020 and 2019, all of the Company’s long-lived assets were located in the United States and all revenue was earned in the United States. 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.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Condensed Financial Information Disclosure [Abstract]

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company evaluated subsequent events through March 16, 2021, representing the date on which the consolidated financial statements were issued. Events Subsequent to Original Issuance of Consolidated Financial Statements (unaudited) Amended and Restated Certificate of Incorporation On April 6, 2021, the Board of Directors approved an Amended and Restated Certificate of Incorporation, which, among other matters, authorizes the Company to issue up to 1,000,000,000 shares of common stock, par value $0.01 per share and up to 100,000,000 shares of preferred stock, par value $0.01 per share. Option Plan Modification On April 1, 2021, the Board of Directors approved a modification contingent upon the consummation of the IPO to the PH Group Parent Corp. Stock Option Plan to the vesting conditions of certain outstanding stock option grants to certain employees and consultants. The modification would accelerate by one year any time vested option that was not previously 100% vested and modify the vesting condition of the performance based options to vest 60% at IPO, 20% 12 months after IPO and 20% 18 months after IPO. The modification would also accelerate the CEO’s time based options an additional four months such that 100% of his time based options are vested. We expect to recognize stock-based compensation of $167.0 million in the second quarter of 2021 related to the modification and generate an additional $118.0 million of additional stock compensation expense over the eighteen months following the completion of the IPO. Omnibus Incentive Plan On April 6, 2021, the Company approved the Privia Health Group, Inc. 2021 Omnibus Incentive Plan (the “Plan”) which permits awards up to 10% of our common stock issued and outstanding after the close of this offering. The Plan also allows for an automated increase on the first day of each fiscal year following the effective date of the Incentive Plan by an amount equal to the lesser of (i) 5% of outstanding shares on December 31 of the immediately preceding fiscal year or (ii) such number of shares as determined by our board of directors in its discretion. The Plan provides for the granting of stock options at a price equal to at least 100% of the fair market value of the Company’s Common Stock as of the date of grant. The Plan also provides for the granting of Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards and other cash-based or other stock-based awards, all which must be granted at not less than the fair market value of the Company’s Stock as of the date of grant. Participants in the Plan may include employees, consultants, other service providers and non-employee directors. On the effective date of the IPO, the Company expects that 1,183,871 restricted stock units will be issued at the offering price and 3,683,217 options will be issued, with a strike price equal to the offering price, at the time of the offering. These issuances are expected to generate stock compensation of $62.3 million to be expensed over the next four years starting on the effective date of the IPO as both the restricted stock units and stock options vest. Anthem Private Placement On April 5, 2021, the Company entered into an agreement to sell $92.0 million of shares of our common stock to Anthem in a private placement exempt from registration under the U.S. Securities Act of 1933, as amended (the “Anthem Placement”). The price per share sold in the Anthem Placement will be the price per share to the public in this offering. The Anthem Placement is conditioned upon the closing of this offering and is expected to close on or up to 30 days after the closing of this offering. Accordingly, this offering is not contingent upon the closing of the Anthem Placement and there can be no assurance that the Anthem Placement will be consummated. The shares of common stock issued in the Anthem Placement will be subject to a 180-day lock-up agreement in favor of the underwriters substantially similar to the lock-up agreements entered into by our directors, executive officers and existing shareholders. Anthem has agreed with us not to transfer its shares of common stock for three years from the closing date of this offering.

Condensed Financial Information (Parent Company Only)

9 Months Ended

Sep. 30, 2021

Condensed Financial Information (Parent Company Only)

Privia Health Group, Inc (“Parent”)

(Parent Company Only)

Condensed Balance Sheets

(in thousands)


	As of December 31,
	2020		2019
Assets
Current assets:
Cash and cash equivalents	$	466	$	1,501
Total current assets	466		1,501
Non-current assets:
Due from affiliates	—		4,030
Investment in sub	146,158		114,212
Other long-term assets	124		125
Total non-current assets	146,282		118,367
Total assets	$	146,748	$	119,868
Liabilities and stockholders’ equity
Current liabilities:
Current liabilities	$	—	$	3,456
Total current liabilities	—		3,456
Non-current liabilities:
Non-current liabilities	—		6,200
Total non-current liabilities	—		6,200
Total liabilities	—		9,656
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, 0.01 par value, 150,000,000 shares authorized; 95,985,817 and 95,931,549 shares issued and outstanding at December 31, 2020 and 2019, respectively	960		959
Additional paid-in capital	165,666		160,375
Accumulated deficit	(19,878)		(51,122)
Total stockholders’ equity	146,748		110,212
Total liabilities and stockholders’ equity	$	146,748	$	119,868

Privia Health Group, Inc. (“Parent”)

(Parent Company Only)

Condensed Statements of Operations


	Year Ended December 31,
(Amounts in thousands, except share and per share data)	2020		2019		2018
Revenue	$	—	$	—	$	—
Operating expenses	34		270		—
Total operating expenses	34		270		—
Operating Loss	(34)		(270)		—
Interest expense	184		2,653		2,551
Net loss before provision for income taxes	(218)		(2,923)		(2,551)
Provision for income taxes	—		4		88
Equity in net income (loss) of subsidiaries	31,462		11,164		(581)
Net income (loss)	$	31,244	$	8,245	$	(3,044)

Summary Cash Flow Information

Parent received $15.4 million in cash inflows in 2018, $15.3 million related to APNA (see Note 11, “Related-Party Transactions”) and $0.1 million from a stock option exercise. Parent had cash outflows in 2018 of $13.4 million to related parties. This included $13.3 million in funding for related parties and $0.1 million in operating expenses. In 2019, Parent received $20 million of cash from related parties and repaid the APNA related party note of $14.6 million as well as paid $5.1 million in interest related to the APNA note and an additional $0.6 million of interest on other related party notes. Parent also paid $0.2 million in operating expenses. In 2020, Parent’s cash decreased by $1.0 million primarily due to cash outflows of $0.7 million related to tax withholding and interest payments of $0.4 million partially offset by cash inflows of $0.1 million related to the exercise of stock options.

Basis of Presentation

Parent is a holding company with no material operations of its own that conducts substantially all of its activities through its subsidiaries. Parent has no direct outstanding debt obligations. Parent owns 100% of PH Group Holdings Corp. However, PH Group Holdings Corp, a wholly owned subsidiary, as borrower under its 2019 Credit Agreement, was limited in its ability to declare dividends, fund a dividend or other distribution to the Parent. For a discussion of the 2019 Credit Agreement, refer to Note 7 “Note Payable”.

These condensed financial statements have been presented on a “parent-only” basis. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. As such, these parent-only statements should be read in conjunction with the accompanying notes to consolidated financial statements.

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

Consolidation

All significant intercompany transactions are eliminated in consolidation. All significant intercompany transactions are eliminated in consolidation.

Variable Interest Entities

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.

Use of Estimates

Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure. On an on-going basis, we evaluate significant estimates and assumptions, including, but not limited to, revenue recognition, share-based compensation, estimated useful lives of assets, intangible assets subject to amortization, and the computation of income taxes. Future events and their effects cannot be predicted with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. Management evaluates and updates assumptions and estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

Use of Estimates

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 (“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.

Deferred Offering Costs

Deferred Offering Costs The Company capitalizes within other assets certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings, including the planned initial public offering, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses.

Cash and Cash Equivalents

Cash and Cash Equivalents The Company considers all unrestricted, liquid financial instruments purchased with original maturity dates of three months or less to be cash equivalents. Cash equivalents are stated at cost which approximates fair value.

Accounts Receivable

future write-off experience will be consistent with historical experience, which could result in material differences when compared to the allowance for doubtful accounts and related provisions.

Property and Equipment, Net

Property and Equipment, Net Property and equipment consist of furniture and fixtures, leasehold improvements, and computer hardware and software and are stated at cost, less accumulated depreciation and amortization. Depreciation is recognized on a straight-line method over the assets’ estimated useful lives, which for leasehold improvements are the lesser of the lease terms or the life of the asset, and three to seven years for other property and equipment. Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Property and equipment consisting of leasehold improvements, furniture, computers and office equipment, purchased in connection with the Privia Acquisition was recorded at fair value at the acquisition date.

Internal-Use Software

Internal-Use Software The Company capitalizes costs related to internal-use software during the application development stage including consulting costs and compensation expenses related to employees who devote time to development projects. Costs incurred in the preliminary stages of development activities and post implementation activities are expensed in the period incurred and included in cost of platform expense in the consolidated statements of operations. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. The Company records capitalized software development costs in property and equipment, net. Capitalized internal-use software costs are amortized on a straight-line basis over the software’s estimated useful life.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss can be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss is based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2020 or 2019.

Goodwill

earnings ratio for comparable companies. Potential impairment is indicated when the carrying value of a reporting unit, including goodwill, exceeds its estimated fair value.

Intangible Assets, net


Trade names			20 years
Consumer customer relationships			10 years
FFS customer relationships			24 years
Complete MD Management Service Agreement			16 years

Debt Issuance Costs

Debt Issuance Costs Debt issuance costs represent costs incurred to issue the Company’s note payable and are recorded as a direct reduction to the Company’s note payable. These costs are amortized over the term of the applicable indebtedness using the effective interest method. Amortization is included in interest expense in the accompanying consolidated statements of operations and comprehensive income (loss).

Unearned Revenue and Revenue Recognition

Unearned Revenue

The Company records unearned revenue, which is a contract liability, when it has an obligation to provide services and payment is received in advance of performance of those services.

Revenue Recognition

i.Identify the contract(s) with a customer;

ii.Identify the performance obligations in the contract;

iii.Determine the transaction price;

iv.Allocate the transaction price to the performance obligations in the contract; and

v.Recognize revenue as the entity satisfies a performance obligation.

FFS revenue

FFS-patient care

FFS-administrative services

The Company’s FFS-administrative services business provides administration and management services pursuant to Management Services Agreements (“MSAs”) with Non-Owned Medical Groups.

In certain MSAs, the Company is paid a percentage of net collections. The percentage is fixed per the MSAs; however, the net collections can fluctuate during the life of the contract.

VBC revenue

Care management

Shared Savings

Other Revenue

Fair Value of Financial Instruments

Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Non-Controlling Interest

Non-Controlling Interest The non-controlling interest represents the equity interest of the non-controlling equity holders 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.

Income Taxes

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Pending Adoption

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Pending Adoption

statements but does not expect the adoption of this guidance to have a material effect on the Company’s consolidated financial statements.

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Pending Adoption

Physician and Practice Liability

Physician and Practice Liability The Company has certain amounts payable to its physicians and their related physician practices that represent physician salaries and other required distributions pursuant to the service agreements which have not yet been paid.

Leases

Leases Under ASC Topic 840, Leases, the Company has non-cancelable operating lease arrangements for corporate offices. The company recognizes rent expense on a straight-line basis over the lease term. The difference between cash rent payments and the recognition of straight-line rent expense is recorded as deferred rent and amortized over the lease term. The Company records deferred rent under other current liabilities and non-current liabilities on the consolidated balance sheets.

Leases

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.

Physician And Practice Expense

Physician and Practice Expense Physician payments are set payments made to physicians associated with Owned Medical Groups. These payments are set and adjusted as necessary, pursuant to Owned Medical Groups’ Board of Directors’ approved guidelines with variances specifically approved by the Owned Medical Groups’ Board of Directors. Practice related payments are used to cover an Affiliated Practice’s staff salary and benefits, medical supplies, rent and other occupancy costs, insurance and office supplies. Affiliated Practices are not owned by the Company and the Company bears no responsibility for any losses incurred by Affiliated Practices. Affiliated Practices are paid a variable amount based on collections and the services provided.

Cost Of Platform

Cost of Platform Cost of platform represents the direct costs the Company incurs to provide services to our Privia Physicians and their practices. It includes third-party electronic medical records and practice management software expenses, employee-related expenses, including salaries and employee benefits costs, as well as consulting expenses, travel-related expenses and technology related expenses for the team. Third-party electronic medical records and practice management software expenses are paid on a percentage of revenue basis, while employee-related expenses are variable based on the number of employees used to service our implemented physicians.

Sales And Marketing

Sales and Marketing Sales and marketing expenses consist of employee-related expenses, including salaries, commissions, and employee benefits costs, for all of the Company’s employees, engaged in marketing, sales, community outreach, and sales support. These employee-related expenses capture all costs for both our field-based and corporate sales and marketing teams. Sales and marketing expenses also include central and community-based advertising to generate greater awareness, engagement, and retention among our current and prospective patients as well as the infrastructure required to support all of our marketing efforts.

General and Administrative

General and Administrative Corporate, general and administrative expenses include employee-related expenses, including salaries and related costs and share-based compensation, technology infrastructure, operations, clinical and quality support, finance, legal, human resources, and development departments. In addition, general and administrative expenses include all corporate technology and occupancy costs.

Advertising Costs

Advertising Costs Advertising costs for the Company are expensed as incurred. Advertising expense was approximately $0.8 million, $1.0 million and $0.9 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Share-Based Compensation

Share-Based Compensation The Company accounts for share-based compensation in accordance with the expense recognition provisions of ASC 718, Compensation–Stock Compensation (“ASC 718”), which requires the issuer to recognize compensation expense for all share-based payments made to employees based on the fair value of the share-based payment at the date of grant. The estimated fair value of share-based payments granted to the Company’s employees is determined using the Monte-Carlo option pricing model, which requires inputs based on certain subjective assumptions, including expected term of the option, expected stock price volatility, the risk free interest rate for a period that approximates the expected term of the option and the Company’s expected dividend yield (See Note 9 “Share-Based Compensation”). The share-based payments granted to employees of the Company do not have quoted market prices, and changes in subjective input assumptions can materially affect the fair value estimate. The Company records share-based compensation forfeitures as a reversal of previously recognized compensation expense.

Net Income (Loss) per Share Attributable to Common Stockholders

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table presents our revenues disaggregated by source:


	For the Twelve Months Ended December 31,
(Dollars in Thousands)	2020		2019		2018
FFS-patient care	$	647,314	$	676,157	$	572,719
FFS-administrative services	58,278		48,510		32,960
Shared savings	66,414		39,854		39,245
Care management fees (PMPM)	26,766		18,547		9,836
Other revenue	18,303		3,292		2,849
Total Revenue	$	817,075	$	786,360	$	657,609

The following table presents the approximate percentages by source of net operating revenue received for healthcare services we provided for the periods indicated:


	Year Ended December 31,
	2020		2019		2018
Commercial insurers	69	%	67	%	67	%
Government payers	17	%	17	%	17	%
Patient	14	%	16	%	16	%
	100	%	100	%	100	%

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

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	%

Contract with Customer, Contract Asset, Contract Liability, and Receivable

The Company has the following contract assets and unearned revenue:


	Year Ended December 31,
(Dollars in Thousands)	2020		2019
Balances for contracts with customers
Accounts receivable	$	99,118	$	77,339
Unearned revenue	$	2,759	$	566

Changes in the balance of total deferred revenue during the twelve months ended December 31, 2020 are as follows:


(Dollars in Thousands)	December 31, 2019	Additions	Revenue Recognized	December 31, 2020
Unearned Revenue	$566	4,117	(1,924)	$2,759

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

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 Recognized	September 30, 2021
Unearned revenue	$	2,759	3,161	(1,088)	$	4,832

Goodwill and Intangible Assets, Net (Tables)

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

A summary of the Company’s intangible assets is as follows:


	December 31, 2020				December 31, 2019
(Dollars in thousands)	Intangible Assets		Accumulated Amortization		Intangible Asset		Accumulated Amortization
Trade names	$	4,600	$	1,457	$	4,600	$	1,227
Consumer customer relationships	2,500		1,583		2,500		1,333
PMG customer relationships	600		158		600		134
Management Service Agreement (Complete MD)	2,200		722		2,200		584
	9,900		$	3,920	9,900		$	3,278
Less accumulated amortization.	(3,920)				(3,278)
Intangible assets, net.	$	5,980			$	6,622

A summary of the Company’s intangible assets is as follows:


	September 30, 2021				December 31, 2020
(Dollars in thousands)	Intangible Assets		Accumulated Amortization		Intangible Assets		Accumulated Amortization
Trade names	$	4,600	$	1,629	$	4,600	$	1,457
Consumer customer relationships	$	2,500	$	1,771	$	2,500	$	1,583
PMG customer relationships	$	600	$	177	$	600	$	158
Management Service Agreement (Complete MD)	$	2,200	$	825	$	2,200	$	722
	$	9,900	$	4,402	$	9,900	$	3,920
Less accumulated amortization	$	(4,402)			$	(3,920)
Intangible assets, net	$	5,498			$	5,980

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Estimated amortization expense for the Company’s intangible assets for the following five years is as follows:


Year ending December 31:	(Dollars in Thousands)
2021	$	643
2022	643
2023	643
2024	559
2025	393
Thereafter	3,099
Total	$	5,980

Estimated amortization expense for the Company’s intangible assets for the following five years is as follows:


	(Dollars in Thousands)
Remainder of 2021	$	160
2022	643
2023	643
2024	559
2025	393
Thereafter	3,100
Total	$	5,498

Leases (Tables)

9 Months Ended

Sep. 30, 2021

Leases [Abstract]

Components of Lease Expense

The components of lease expense were as follows (in thousands):


(Dollars in Thousands)	For the Three Months Ended September 30, 2021		For the Nine Months Ended September 30, 2021
Operating lease cost	$	475	$	1,406

Cash paid for amounts included in the measurement of lease liabilities - operating leases			$	1,629
Weighted-average remaining lease term - operating leases			4.8 Years
Weighted-average discount rate - operating leases			3.5		%

Summary of Operating Lease Future Payments

The required total lease payments for each year subsequent to December 31, 2020 are as follows:


Year ending December 31:	(Dollars in Thousands)
2021	$	2,413
2022	2,213
2023	2,261
2024	2,274
2025	2,237
Thereafter	1,408
Total	$	12,806

The aggregate future lease payments for operating leases in the years subsequent to September 30, 2021 are as follows:


(Dollars in Thousands)
Remainder of 2021	$	549
2022	2,213
2023	2,261
2024	2,274
2025	2,237
Thereafter	1,407
Total future lease payments	10,941
Imputed interest	(901)
Total	$	10,040

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

A summary of the Company’s property and equipment, net is as follows:


	December 31,
(Dollars in Thousands)	2020		2019
Furniture and fixtures	$	1,073	$	1,076
Computer equipment	1,051		869
Leasehold improvements	4,863		4,661
	6,987		6,606
Less accumulated depreciation and amortization	(2,173)		(984)
Property and equipment, net	$	4,814	$	5,622

A summary of the Company’s property and equipment, net is as follows:


(Dollars in Thousands)	September 30, 2021		December 31, 2020
Furniture and fixtures	$	1,110	$	1,073
Computer equipment	1,430		1,051
Leasehold improvements	4,827		4,863
	7,367		6,987
Less accumulated depreciation and amortization	(3,026)		(2,173)
Property and equipment, net	$	4,341	$	4,814

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued expenses consisted of the following:


	December 31,
(Dollars in Thousands)	2020		2019
Accrued employee compensation and benefits	$	6,167	$	3,475
Bonuses payable	10,418		8,836
Other accrued expenses	14,600		15,628
Total accrued expenses.	$	31,185	$	27,939

Accrued expenses consisted of the following:


(Dollars in Thousands)	September 30, 2021		December 31, 2020
Accrued employee compensation and benefits	$	5,587	$	6,167
Bonuses payable	7,903		10,418
Other accrued expenses	17,813		14,600
Total accrued expenses	$	31,303	$	31,185

Note Payable (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of Debt

The Company’s note payable consists of the following:


	December 31,
(Dollars in Thousands)	2020		2019
Note payable	$	34,125	$	35,000
Less debt issuance costs	(466)		(600)
Less current portion	(875)		(875)
Note payable, net	$	32,784	$	33,525

The Company’s Credit Facilities consists of the following:


(Dollars in Thousands)	September 30, 2021		December 31, 2020
Note payable	$	33,469	$	34,125
Less debt issuance costs	(930)		(466)
Less current portion	(875)		(875)
Note payable, net	$	31,664	$	32,784

Schedule of Maturities of Long-term Debt

Annual aggregate principal payments applicable to long-term debt for years subsequent to December 31, 2020 are as follows:


Year ending December 31:	(Dollars in Thousands)
2021	$	875
2022	1,750
2023	2,625
2024	28,875
2025	—
Total	$	34,125

Annual aggregate principal payments applicable to the note payable for years subsequent to September 30, 2021 are as follows:


(Dollars in Thousands)
Remainder of 2021	$	219
2022	875
2023	875
2024	1,313
2025	1,750
Thereafter	28,437
Total	$	33,469

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The (benefit from) provision for income taxes for years ending December 31, 2020, 2019 and 2018 are as follows:


	December 31,
(Dollars in Thousands)	2020		2019		2018
Current:
Federal	$	—	$	—	$	—
State and Local	363		492		182
Total current.	363		492		182
Deferred:
Federal	(6,440)		546		(197)
State and Local	(1,364)		169		(61)
Total deferred	(7,804)		715		(258)
Total (Benefit from) provision for incomes taxes.	$	(7,441)	$	1,207	$	(76)

Schedule of Deferred Tax Assets and Liabilities

Deferred tax assets and deferred tax liabilities as of December 31, 2020 and 2019 are as follows:


	December 31,
(Dollars in Thousands)	2020		2019
Deferred tax assets
Net operating loss carryforwards	$	9,758	$	13,480
Stock compensation	657		545
Other accruals	531		1,969
Total deferred tax assets	10,946		15,994
Deferred tax liabilities
Fixed and intangible assets	(5,993)		(5,165)
Total deferred tax liabilities	(5,993)		(5,165)
Deferred tax assets, net	4,953		10,829
Less: valuation allowance	—		(13,710)
Deferred tax asset (liability), net	$	4,953	$	(2,881)

Schedule of Effective Income Tax Rate Reconciliation

The following is a reconciliation of income tax computed at the Federal statutory income tax rate to the (benefit from) provision for income taxes:


	Amount						Percent
	December 31,						December 31,
(Dollars in Thousands)	2020		2019		2018		2020		2019		2018
Tax benefit computed at Federal statutory income tax rate	$	4,927	$	1,922	$	(896)	21.0	%	21.0	%	21.0	%
Permanent items	—		124		100		—		1.4		(2.3)
State tax expense, net of Federal benefit	1,426		901		(62)		6.1		9.8		1.5
Valuation allowance	(13,710)		(2,125)		755		(58.4)		(23.2)		(17.7)
Rate change	(56)		—		—		(0.2)		—		—
Other	(28)		385		27		(0.1)		4.2		(0.6)
(Benefit from) provision for income taxes	$	(7,441)	$	1,207	$	(76)	(31.6)	%	13.2	%	1.9	%

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Share-based Payment Arrangement, Option, Activity

The following table summarizes information about the PH Parent Option Plan transactions:


	Options Outstanding	Weighted- Average Exercise Price		Weighted- Average Grant-Date Fair Value		Weighted- Average Remaining Contractual Life
Balance at December 31, 2017	3,907,067	$	2.34	$	0.55	8.20
Granted in 2018	14,202,635	2.00		0.32
Exercised in 2018	(53,079)	2.00		0.32
Cancelled in 2018	(2,087,359)	2.35		0.49
Forfeited in 2018	(525,152)	2.36		0.63
Balance at December 31, 2018	15,444,112	$	2.03	$	0.34	9.45
Granted in 2019	3,202,435	2.00		0.36
Exercised in 2019	—	—		—
Cancelled in 2019	(227,600)	2.36		0.52
Forfeited in 2019	(771,114)	2.12		0.42
Balance at December 31, 2019	17,647,833	$	2.01	$	0.34	8.71
Granted in 2020	830,194	2.00		0.37
Exercised in 2020	(54,268)	2.00		0.32
Cancelled in 2020	—	—		—
Forfeited in 2020	(122,800)	2.22		0.46
Balance at December 31, 2020	18,300,959	$	2.01	$	0.34	7.82
Exercisable options	3,276,976	$	2.00	$	0.32	7.76

The following table summarizes stock option activity under the Prior Plan and Plan:


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Grant-Date Fair Value	Weighted- Average Remaining Contractual Life
Balance at December 31, 2020	18,300,959	2.01		0.34	7.82
Granted	3,730,717	23.16		9.58
Exercised	(328,323)	2.11		0.48
Forfeited	(172,547)	9.73		3.75
Balance at September 30, 2021	21,530,806	$	5.61	1.91	7.51
Exercisable at September 30, 2021	12,272,394	$	2.01	0.34	7.01

Share-based Payment Arrangement, Restricted Stock Unit, Activity

The following table summarizes the RSU activity under the 2021 Plan:


	Number of Shares	Grant Date Fair Value
Unvested and outstanding at December 31, 2020	—	—
Granted	1,199,315	$	23.19
Vested	(195,652)	$	23.00
Forfeited	(14,011)	$	23.00
Unvested and outstanding at September 30, 2021	989,652	$	23.23

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Dollars in Thousands)	2021		2020		2021		2020
Cost of platform	$	4,947	$	—	$	40,987	$	—
Sales and marketing	1,028		—		8,723		—
General and administrative	19,825		121		178,751		363
Total stock-based compensation	$	25,800	$	121	$	228,461	$	363

Share-based Compensation (Tables)

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Option, Activity

The following table summarizes information about the PH Parent Option Plan transactions:


	Options Outstanding	Weighted- Average Exercise Price		Weighted- Average Grant-Date Fair Value		Weighted- Average Remaining Contractual Life
Balance at December 31, 2017	3,907,067	$	2.34	$	0.55	8.20
Granted in 2018	14,202,635	2.00		0.32
Exercised in 2018	(53,079)	2.00		0.32
Cancelled in 2018	(2,087,359)	2.35		0.49
Forfeited in 2018	(525,152)	2.36		0.63
Balance at December 31, 2018	15,444,112	$	2.03	$	0.34	9.45
Granted in 2019	3,202,435	2.00		0.36
Exercised in 2019	—	—		—
Cancelled in 2019	(227,600)	2.36		0.52
Forfeited in 2019	(771,114)	2.12		0.42
Balance at December 31, 2019	17,647,833	$	2.01	$	0.34	8.71
Granted in 2020	830,194	2.00		0.37
Exercised in 2020	(54,268)	2.00		0.32
Cancelled in 2020	—	—		—
Forfeited in 2020	(122,800)	2.22		0.46
Balance at December 31, 2020	18,300,959	$	2.01	$	0.34	7.82
Exercisable options	3,276,976	$	2.00	$	0.32	7.76

The following table summarizes stock option activity under the Prior Plan and Plan:


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Grant-Date Fair Value	Weighted- Average Remaining Contractual Life
Balance at December 31, 2020	18,300,959	2.01		0.34	7.82
Granted	3,730,717	23.16		9.58
Exercised	(328,323)	2.11		0.48
Forfeited	(172,547)	9.73		3.75
Balance at September 30, 2021	21,530,806	$	5.61	1.91	7.51
Exercisable at September 30, 2021	12,272,394	$	2.01	0.34	7.01

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

We estimate the fair value of the options granted using the Monte Carlo option pricing model with the following assumptions presented on a weighted average basis:


	December 31,
	2020			2019			2018
Expected term in years	5			5			5
Expected stock price volatility	51.2		%	39.1		%	43.8		%
Risk-free interest rate	0.36		%	1.69		%	2.53		%
Expected dividend yield	0.0		%	0.0		%	0.0		%
Estimated fair value per option granted	$	0.66		$	0.36		$	0.32

Share-based Payment Arrangement, Restricted Stock Unit, Activity

The following table summarizes the RSU activity under the 2021 Plan:


	Number of Shares	Grant Date Fair Value
Unvested and outstanding at December 31, 2020	—	—
Granted	1,199,315	$	23.19
Vested	(195,652)	$	23.00
Forfeited	(14,011)	$	23.00
Unvested and outstanding at September 30, 2021	989,652	$	23.23

Commitment and Contingencies (Tables)

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Summary of Operating Lease Future Payments

The required total lease payments for each year subsequent to December 31, 2020 are as follows:


Year ending December 31:	(Dollars in Thousands)
2021	$	2,413
2022	2,213
2023	2,261
2024	2,274
2025	2,237
Thereafter	1,408
Total	$	12,806

The aggregate future lease payments for operating leases in the years subsequent to September 30, 2021 are as follows:


(Dollars in Thousands)
Remainder of 2021	$	549
2022	2,213
2023	2,261
2024	2,274
2025	2,237
Thereafter	1,407
Total future lease payments	10,941
Imputed interest	(901)
Total	$	10,040

Net Income (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

A reconciliation of net income (loss) available to common shareholders and the number of shares in the calculation of basic and diluted earnings (loss) per share was calculated as follows:


	December 31,
(in thousands, except for share and per share amounts)	2020		2019		2018
Net income (loss) attributable to Privia Health Group, Inc. common stockholders	$	31,244	$	8,244	$	(3,044)
Weighted average common shares outstanding - basic	95,950,062		95,931,549		95,880,506
Potentially dilutive stock options	—		—		—
Weighted average common share outstanding - diluted	95,950,062		95,931,549		95,880,506
Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic and diluted	$	0.33	$	0.09	$	(0.03)

A reconciliation of net (loss) income available to common shareholders and the number of shares in the calculation of basic and diluted earnings (loss) income per share was calculated as follows:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands, except for share and per share amounts)	2021		2020		2021		2020
Net (loss) income attributable to Privia Health Group, Inc. common stockholders	$	(9,115)	$	16,685	$	(176,251)	$	27,380
Weighted average common shares outstanding - basic and diluted	105,896,622		95,950,929		101,576,775		95,945,804


Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic and diluted	$	(0.09)	$	0.17	$	(1.74)	$	0.29

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following weighted-average outstanding shares of potentially dilutive securities were excluded from computation of diluted loss per share attributable to common shareholders for the period presented because including them would have been antidilutive:


	December 31,
	2020	2019	2018
Potentially dilutive stock options to purchase common shares	18,300,959	17,647,833	15,444,112
Total potential dilutive shares	18,300,959	17,647,833	15,444,112


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2021	2020	2021	2020
Potentially dilutive stock options and RSUs to purchase common shares	20,352,659	17,952,492	20,410,709	17,977,529
Total potentially dilutive shares	20,352,659	17,952,492	20,410,709	17,977,529

Condensed Financial Information (Parent Company Only) (Tables)

9 Months Ended

Sep. 30, 2021

Condensed Financial Information Disclosure [Abstract]

Condensed Balance Sheet

Condensed Balance Sheets

(in thousands)


	As of December 31,
	2020		2019
Assets
Current assets:
Cash and cash equivalents	$	466	$	1,501
Total current assets	466		1,501
Non-current assets:
Due from affiliates	—		4,030
Investment in sub	146,158		114,212
Other long-term assets	124		125
Total non-current assets	146,282		118,367
Total assets	$	146,748	$	119,868
Liabilities and stockholders’ equity
Current liabilities:
Current liabilities	$	—	$	3,456
Total current liabilities	—		3,456
Non-current liabilities:
Non-current liabilities	—		6,200
Total non-current liabilities	—		6,200
Total liabilities	—		9,656
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, 0.01 par value, 150,000,000 shares authorized; 95,985,817 and 95,931,549 shares issued and outstanding at December 31, 2020 and 2019, respectively	960		959
Additional paid-in capital	165,666		160,375
Accumulated deficit	(19,878)		(51,122)
Total stockholders’ equity	146,748		110,212
Total liabilities and stockholders’ equity	$	146,748	$	119,868

Condensed Income Statement

Condensed Statements of Operations


	Year Ended December 31,
(Amounts in thousands, except share and per share data)	2020		2019		2018
Revenue	$	—	$	—	$	—
Operating expenses	34		270		—
Total operating expenses	34		270		—
Operating Loss	(34)		(270)		—
Interest expense	184		2,653		2,551
Net loss before provision for income taxes	(218)		(2,923)		(2,551)
Provision for income taxes	—		4		88
Equity in net income (loss) of subsidiaries	31,462		11,164		(581)
Net income (loss)	$	31,244	$	8,245	$	(3,044)

Organization and Summary of Significant Accounting Policies (Details)				1 Months Ended		3 Months Ended		6 Months Ended		9 Months Ended			12 Months Ended
	Sep. 30, 2021 USD ($) market $ / shares	May 03, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Jun. 30, 2020 USD ($)	Apr. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) $ / shares	Sep. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) segment	Jun. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) company segment $ / shares	Dec. 31, 2020 USD ($) $ / shares	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) market company segment $ / shares	Dec. 31, 2019 USD ($) group $ / shares	Dec. 31, 2018 USD ($)	Apr. 06, 2021 $ / shares	Jan. 01, 2021 USD ($)	Sep. 25, 2015	Apr. 29, 2014
Subsidiary, Sale of Stock [Line Items]
Number of markets in which entity operates \| market	6												6
Number of types of medical groups \| group														2
Non-Owned Medical Groups, percentage owned by physicians			100.00%								100.00%		100.00%
MSO, ownership percentage										100.00%			100.00%
Number of MSOs where the company is at least the majority owner \| company										2			2
Number of revenue sources \| group														3
Number of operating segments \| segment								1		1			1
Number of reportable segments \| segment								1		1			1
Deferred offering costs capitalized			$ 1,100,000								$ 1,100,000		$ 1,100,000	$ 0
Proceeds from grants			100,000	$ 4,100,000	$ 9,100,000						13,300,000
Social security taxes repayment deferral period										2 years			2 years
Social Security tax repayment percent, remainder of fiscal year										50.00%			50.00%
Social Security tax repayment percent, year one										50.00%			50.00%
Social Security taxes payable	$ 1,600,000		1,800,000			$ 1,600,000				$ 1,600,000	1,800,000		$ 1,800,000
Goodwill, impairment loss													0	0
Impairment of intangible assets (excluding goodwill)								$ 0	$ 0
Deferred rent			5,300,000								5,300,000		5,300,000	4,900,000
Advertising expense													800,000	$ 1,000,000	$ 900,000
Right-of-use asset	5,377,000		$ 0			5,377,000				5,377,000	$ 0		$ 0
Operating lease liability	$ 10,040,000					$ 10,040,000				$ 10,040,000
Common stock, par value (in usd per share) \| $ / shares	$ 0.01	$ 0.01	$ 0.01			$ 0.01				$ 0.01	$ 0.01		$ 0.01	$ 0.01		$ 0.01
Price per share (in dollars per share) \| $ / shares		$ 23.00
Grants received										$ 0		$ 13,300,000
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Revenue						$ 251,524,000	$ 207,170,000			690,887,000		603,376,000	$ 817,075,000	$ 786,360,000	657,609,000
Care management fees (PMPM)
Subsidiary, Sale of Stock [Line Items]
Measurement period													12 months
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Revenue						$ 9,376,000	$ 7,024,000			$ 27,321,000		$ 20,320,000	$ 26,766,000	$ 18,547,000	9,836,000
Minimum
Subsidiary, Sale of Stock [Line Items]
Estimated useful life													3 years
Minimum \| Management Services Agreements (MSA)
Subsidiary, Sale of Stock [Line Items]
Revenue, period of recognition			5 years								5 years		5 years
Minimum \| Government Contract
Subsidiary, Sale of Stock [Line Items]
Revenue, period of recognition			3 years								3 years		3 years
Maximum
Subsidiary, Sale of Stock [Line Items]
Estimated useful life													7 years
Maximum \| Management Services Agreements (MSA)
Subsidiary, Sale of Stock [Line Items]
Revenue, period of recognition			20 years								20 years		20 years
Maximum \| Government Contract
Subsidiary, Sale of Stock [Line Items]
Revenue, period of recognition			5 years								5 years		5 years
Privia Management Services Organization (PMSO)
Subsidiary, Sale of Stock [Line Items]
Percent of ownership of consolidated entity														51.00%
Privia \| PH Holdings \| Subsidiaries
Subsidiary, Sale of Stock [Line Items]
Ownership percent acquired																			100.00%
Complete MD Solutions LLC
Subsidiary, Sale of Stock [Line Items]
Ownership percent acquired																		75.50%
General and Administrative Expense
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Bad debt expense															$ 200,000
ASU 2016-02
Subsidiary, Sale of Stock [Line Items]
Right-of-use asset																	$ 6,000,000
Operating lease liability																	$ 11,300,000
IPO
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction \| shares		22,425,000
Price per share (in dollars per share) \| $ / shares		$ 23.00
Initial Public Offering And Private Placement
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of stock, gross		$ 223,700,000
Consideration received on transaction		$ 211,000,000
ASC 606 adjustment \| ASU 2014-09
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Revenue														$ (1,500,000)
ASC 606 adjustment \| ASU 2014-09 \| General and Administrative Expense
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Bad debt expense														$ (1,500,000)

Organization and Summary of Significant Accounting Policies - Schedule of Finite Lived Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2020
Trade names
Finite-Lived Intangible Assets [Line Items]
Useful life	20 years
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Useful life	10 years
Customer Relationships \| FFS-patient care
Finite-Lived Intangible Assets [Line Items]
Useful life	24 years
Complete MD Management Service Agreement
Finite-Lived Intangible Assets [Line Items]
Useful life	16 years

Liquidity and Going Concern (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Liquidity and Going Concern (Details) - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Aug. 31, 2021	Aug. 29, 2021	Aug. 27, 2021	Dec. 30, 2020	Jul. 17, 2020	Nov. 15, 2019
Line of Credit Facility [Line Items]
Accumulated deficit	$ 196,129,000		$ 196,129,000		$ 19,878,000	$ 51,122,000
Net income (loss)	(9,115,000)	$ 16,685,000	(176,251,000)	$ 27,380,000	31,244,000	8,244,000	$ (3,044,000)
Net cash used in operating activities			67,378,000	$ 42,230,000	38,891,000	24,358,000	$ 5,249,000
Cash and cash equivalents	$ 362,112,000		$ 362,112,000		84,633,000	46,889,000
Revolving Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity					$ 15,000,000	$ 10,000,000		$ 65,000,000	$ 15,000,000	$ 65,000,000	$ 5,000,000	$ 15,000,000	$ 10,000,000

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

Revenue Recognition - Schedule of Revenue Desegregation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Disaggregation of Revenue [Line Items]
Revenue	$ 251,524	$ 207,170	$ 690,887	$ 603,376	$ 817,075	$ 786,360	$ 657,609
FFS-patient care
Disaggregation of Revenue [Line Items]
Revenue	200,208	168,622	550,607	474,816	647,314	676,157	572,719
FFS-administrative services
Disaggregation of Revenue [Line Items]
Revenue	16,407	14,489	47,162	42,663	58,278	48,510	32,960
Shared savings
Disaggregation of Revenue [Line Items]
Revenue	25,333	15,905	62,045	49,441	66,414	39,854	39,245
Care management fees (PMPM)
Disaggregation of Revenue [Line Items]
Revenue	9,376	7,024	27,321	20,320	26,766	18,547	9,836
Other revenue
Disaggregation of Revenue [Line Items]
Revenue	$ 200	$ 1,130	$ 3,752	$ 16,136	$ 18,303	$ 3,292	$ 2,849

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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Revenue Recognition - Percentages By Source of Net Operating Revenue (Details) - Customer Concentration Risk	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenue from Contract with Customer Benchmark \| Commercial insurers
Concentration Risk [Line Items]
Concentration risk percentage	70.00%	69.00%	69.00%	68.00%	69.00%	67.00%	67.00%
Revenue Benchmark
Concentration Risk [Line Items]
Concentration risk percentage	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Revenue Benchmark \| Government payers
Concentration Risk [Line Items]
Concentration risk percentage	17.00%	18.00%	16.00%	16.00%	17.00%	17.00%	17.00%
Revenue Benchmark \| Patient
Concentration Risk [Line Items]
Concentration risk percentage	13.00%	13.00%	15.00%	16.00%	14.00%	16.00%	16.00%

Revenue Recognition - Schedule of Contract Assets and Unearned Revenue (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue from Contract with Customer [Abstract]
Accounts receivable	$ 98,384	$ 99,118	$ 77,339
Unearned revenue	$ 4,832	$ 2,759	$ 566

Revenue Recognition - Change In Balance Of Total Deferred Revenue (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Unearned Revenue
Beginning balance			$ 2,759	$ 566
Additions			3,161	4,117
Revenue Recognized				(1,924)
Revenue Recognized	$ (600)	$ (200)	(1,088)
Ending balance	$ 2,759	$ 4,832	$ 4,832	$ 2,759

Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2021
Revenue from Contract with Customer [Abstract]
Revenue recognized	$ 600	$ 200	$ 1,088

Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 118,663		$ 118,663		$ 118,663	$ 118,663
Amortization period			10 years		10 years 9 months
Intangible amortization expense	$ 200	$ 200	$ 482	$ 483	$ 642	$ 643	$ 643

Goodwill and Intangible Assets, Net - Schedule Of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	$ 9,900	$ 9,900	$ 9,900
Less accumulated amortization.	(4,402)	(3,920)	(3,278)
Intangible assets, net.	5,498	5,980	6,622
Trade names
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	4,600	4,600	4,600
Less accumulated amortization.	(1,629)	(1,457)	(1,227)
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	2,500	2,500	2,500
Less accumulated amortization.	(1,771)	(1,583)	(1,333)
PMG customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	600	600	600
Less accumulated amortization.	(177)	(158)	(134)
Complete MD Management Service Agreement
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	2,200	2,200	2,200
Less accumulated amortization.	$ (825)	$ (722)	$ (584)

Goodwill and Intangible Assets, Net - Schedule of Amortization Of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of fiscal year	$ 160
Year one	643	$ 643
Year two	643	643
Year three	559	643
Year four	393	559
After year four	3,100
Year five		393
After year five		3,099
Intangible assets, net.	$ 5,498	$ 5,980	$ 6,622

Leases - Narrative (Details) - 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 Expense (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)
Leases [Abstract]
Operating Lease, Cost	$ 475	$ 1,406
Operating Lease, Payments		$ 1,629
Operating Lease, Weighted Average Remaining Lease Term	4 years 9 months 18 days	4 years 9 months 18 days
Operating Lease, Weighted Average Discount Rate, Percent	3.50%	3.50%

Leases - Schedule Of Future Lease Payment (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Leases [Abstract]
Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year	$ 549
Year one	2,213	$ 2,413
Year two	2,261	2,213
Year three	2,274	2,261
Year four	2,237	2,274
After year four	1,407
Lessee, Operating Lease, Liability, to be Paid, Total	10,941	$ 12,806
Lessee, Operating Lease, Liability, Undiscounted Excess Amount	(901)
Operating Lease, Liability	$ 10,040

Property and Equipment, Net - Schedule of Property Plant And Equipment (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 7,367		$ 6,987	$ 6,606
Less accumulated depreciation and amortization	(3,026)		(2,173)	(984)
Property and equipment, net	4,341		4,814	5,622
Depreciation	869	$ 895	1,188	784	$ 429
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment gross	1,110		1,073	1,076
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment gross	1,430		1,051	869
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 4,827		$ 4,863	$ 4,661

Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Accrued employee compensation and benefits	$ 5,587	$ 6,167	$ 3,475
Bonuses payable	7,903	10,418	8,836
Other accrued expenses	17,813	14,600	15,628
Total accrued expenses.	$ 31,303	$ 31,185	$ 27,939

Note Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Debt outstanding amount	$ 33,469	$ 34,125
Term loan
Debt Instrument [Line Items]
Debt outstanding amount	33,469	34,125	$ 35,000
Less debt issuance costs	(930)	(466)	(600)
Less current portion	(875)	(875)	(875)
Note payable, net	$ 31,664	$ 32,784	$ 33,525

Note Payable - Narrative (Details)				1 Months Ended					3 Months Ended		9 Months Ended		12 Months Ended
Note Payable - Narrative (Details)	Aug. 27, 2021 USD ($)	Nov. 15, 2019 USD ($)	Aug. 15, 2016 USD ($)	Sep. 30, 2020 USD ($)	Jul. 31, 2020 USD ($)	Mar. 31, 2020 USD ($)	May 31, 2017 USD ($)	Aug. 30, 2016 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Aug. 31, 2021 USD ($)	Aug. 29, 2021 USD ($)	Dec. 30, 2020 USD ($)	Jul. 17, 2020 USD ($)
Debt Instrument [Line Items]
Proceeds from line of credit											$ 0	$ 10,000,000	$ 10,000,000	$ 0	$ 0
Repayments of lines of credit											0	10,000,000	10,000,000	0	0
Interest expense													1,900,000	4,000,000	3,800,000
Amortization of debt issuance costs									$ 0	$ 0	100,000	100,000	134,000	$ 332,000	$ 147,000
Interest expense									300,000	$ 500,000	900,000	$ 1,500,000
Debt outstanding amount									$ 33,469,000		$ 33,469,000		$ 34,125,000
Management Services Agreements (MSA) \| Minimum
Debt Instrument [Line Items]
Revenue, period of recognition													5 years
Management Services Agreements (MSA) \| Maximum
Debt Instrument [Line Items]
Revenue, period of recognition													20 years
Line of Credit
Debt Instrument [Line Items]
Interest rate														4.24%
Interest coverage ratio, minimum		1.25
Line of Credit \| Period One
Debt Instrument [Line Items]
Leverage ratio, maximum		4.0
Line of Credit \| Period Two
Debt Instrument [Line Items]
Leverage ratio, maximum		3.5
Line of Credit \| Period Three
Debt Instrument [Line Items]
Leverage ratio, maximum		3.0
Term loan
Debt Instrument [Line Items]
Interest rate at period end			10.95%
Proceeds from line of credit							$ 10,000,000	$ 20,000,000
Early prepayment fee, percent		1.00%
Write off of debt issuance costs		$ 100,000
Interest rate									3.00%		3.00%
Early prepayment increment		500,000
Debt issuance costs									$ 930,000		$ 930,000		$ 466,000	$ 600,000
Proceeds from issuance of long-term debt		35,000,000
Loan amount (up to)		35,000,000	$ 30,000,000
Prepayment premium percentage	1.00%
Debt outstanding amount									33,469,000		33,469,000		34,125,000	35,000,000
Term loan \| First 12 months
Debt Instrument [Line Items]
Early prepayment fee, percent			3.00%
Term loan \| Between 12 and 24 months
Debt Instrument [Line Items]
Early prepayment fee, percent			2.00%
Term loan \| Between 24 and 36 months
Debt Instrument [Line Items]
Early prepayment fee, percent			0.50%
Term loan \| Period One
Debt Instrument [Line Items]
Amortization percent of original principal amount	0.625%
Term loan \| Period Two
Debt Instrument [Line Items]
Amortization percent of original principal amount	1.25%
Term loan \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity		35,000,000
Proceeds from line of credit		$ 35,000,000
Term loan \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread on variable rate		2.00%	7.45%
Term loan \| London Interbank Offered Rate (LIBOR) \| Line of Credit
Debt Instrument [Line Items]
Basis spread on variable rate		2.50%
Term loan \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate		1.00%
Term loan \| Base Rate \| Line of Credit
Debt Instrument [Line Items]
Basis spread on variable rate		1.50%
Line of Credit
Debt Instrument [Line Items]
Percentage of cash on hand to minimum outstanding borrowings	125.00%
Minimum outstanding borrowings	$ 15,000,000
Fixed coverage ratio, minimum	125.00%
Covenant, leverage ratio, maximum	300.00%
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 65,000,000	$ 10,000,000											15,000,000	10,000,000		$ 65,000,000	$ 15,000,000	$ 5,000,000	$ 15,000,000
Proceeds from line of credit						$ 10,000,000
Repayments of lines of credit				$ 5,000,000	$ 5,000,000
Line of credit outstanding									$ 0		$ 0		0
Line of Credit \| Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 5,000,000	2,000,000
Line of Credit \| Bridge Loan
Debt Instrument [Line Items]
Maximum borrowing capacity		2,000,000
Line of Credit \| London Interbank Offered Rate (LIBOR) \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate						2.50%
Line of Credit \| Base Rate
Debt Instrument [Line Items]
Basis spread on interest rate, floor	1.50%
Line of Credit \| Base Rate \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate						1.50%
Line of Credit \| Eurodollar
Debt Instrument [Line Items]
Basis spread on interest rate, floor	0.50%
Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity		10,000,000																	$ 15,000,000
Proceeds from line of credit						$ 10,000,000
Repayments of lines of credit				$ 5,000,000	$ 5,000,000
Line of credit outstanding													$ 0	$ 0
Revolving Credit Facility \| London Interbank Offered Rate (LIBOR) \| Line of Credit
Debt Instrument [Line Items]
Basis spread on variable rate						2.50%
Revolving Credit Facility \| Base Rate \| Line of Credit
Debt Instrument [Line Items]
Basis spread on variable rate						1.50%
Letter of Credit \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity		2,000,000
Bridge Loan \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 2,000,000

Note Payable - Schedule of Maturity of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Remainder of fiscal year	$ 219
Year one	875	$ 875
Year two	875	1,750
Year three	1,313	2,625
Year four	1,750	28,875
Year five		0
Thereafter	28,437
Note payable	$ 33,469	$ 34,125

Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Current:
Federal	$ 0	$ 0	$ 0
State and Local	363	492	182
Total current.	363	492	182
Deferred:
Federal	(6,440)	546	(197)
State and Local	(1,364)	169	(61)
Total deferred	(7,804)	715	(258)
Total (Benefit from) provision for incomes taxes.	$ (7,441)	$ 1,207	$ (76)

Income Taxes - Schedule of Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets
Net operating loss carryforwards	$ 9,758	$ 13,480
Stock compensation	657	545
Other accruals	531	1,969
Total deferred tax assets	10,946	15,994
Deferred tax liabilities
Fixed and intangible assets	(5,993)	(5,165)
Total deferred tax liabilities	(5,993)	(5,165)
Total deferred tax assets	4,953	10,829
Less: valuation allowance	0	(13,710)
Deferred tax asset (liability), net	$ 4,953
Deferred tax asset (liability), net		$ (2,881)

Income Taxes - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended		12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
(Benefit from) provision for income taxes			$ (2,210)	$ (8,561)	$ (20,214)	$ (7,387)	$ (7,441)	$ 1,207	$ (76)
Effective income tax rate	9.70%	1.00%					(31.60%)	13.20%	1.90%
Valuation allowance							$ 0	$ 13,710
Net operating loss carryforwards, Federal							39,500
Net operating loss carryforwards, State							$ 29,600

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Schedule of Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Amount
Tax benefit computed at Federal statutory income tax rate							$ 4,927	$ 1,922	$ (896)
Permanent items							0	124	100
State tax expense, net of Federal benefit							1,426	901	(62)
Valuation allowance							(13,710)	(2,125)	755
Rate change							(56)	0	0
Other							(28)	385	27
(Benefit from) provision for income taxes			$ (2,210)	$ (8,561)	$ (20,214)	$ (7,387)	$ (7,441)	$ 1,207	$ (76)
Percent
Tax benefit computed at Federal statutory income tax rate							21.00%	21.00%	21.00%
Permanent items							0.00%	1.40%	(2.30%)
State tax expense, net of Federal benefit							6.10%	9.80%	1.50%
Valuation allowance							(58.40%)	(23.20%)	(17.70%)
Rate change							(0.20%)	0.00%	0.00%
Other							(0.10%)	4.20%	(0.60%)
(Benefit from) provision for income taxes	9.70%	1.00%					(31.60%)	13.20%	1.90%

Stockholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended	3 Months Ended			9 Months Ended		12 Months Ended			18 Months Ended
	May 03, 2021	Apr. 06, 2021	Apr. 05, 2021	Apr. 01, 2021	Apr. 30, 2021	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Mar. 31, 2023	Aug. 28, 2018	Jan. 27, 2014	Jan. 17, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value (in usd per share)	$ 0.01	$ 0.01				$ 0.01			$ 0.01		$ 0.01	$ 0.01
Price per share (in dollars per share)	$ 23.00
Common stock, shares authorized (in share)		1,000,000,000				1,000,000,000			1,000,000,000		150,000,000	150,000,000
Number of instruments granted		1,183,871
Number of options granted									3,730,717		830,194	3,202,435	14,202,635
Unrecognized share-based compensation expense		$ 62,300				$ 119,100			$ 119,100
Period for recognition		4 years							1 year
Common stock, shares issued (in usd per share)						106,234,792			106,234,792		95,985,817	95,931,549
Share based payment expense						$ 25,800		$ 121	$ 228,461	$ 363
2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in share)		10,278,581
Award percentage increase		5.00%
Options grant price percent of fair market value of company stock price (at least)		100.00%
Award percentage of total common stock issued and outstanding (up to)		10.00%
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized					10,278,581
Award percentage of total common stock issued and outstanding (up to)					1.00%
Common stock, shares issued (in usd per share)					1,027,858
Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated vesting, percent				100.00%
At IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated vesting, percent				60.00%
12months after IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated vesting, percent				20.00%
Accelerated vesting, period				12 months
18 months after IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated vesting, percent				20.00%
Accelerated vesting, period				18 months
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized															18,985,846	4,229,850	4,229,850
Period of acceleration				1 year
Accelerated cost							$ 195,100
Share based payment expense											$ 500	$ 200	$ 1,900
Options \| Forecast
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated cost														$ 89,900
Options \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of acceleration				4 months
Options \| 12months after IPO \| Forecast
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated cost				$ 118,000
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of instruments granted									1,199,315
Restricted Stock Units (RSUs) \| 2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted		3,683,217
Affiliate Of Anthem Inc (Investor) \| Affiliated Entity
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Ownership percent	3.90%
Private Placement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued in transaction	4,000,000
Consideration received on transaction	$ 92,000		$ 92,000

Stockholders’ Equity - Schedule of Options Activity (Details) - $ / shares			9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)			18,300,959	17,647,833	15,444,112	3,907,067
Granted (in shares)			3,730,717	830,194	3,202,435	14,202,635
Exercised (in shares)			(328,323)	(54,268)	0	(53,079)
Forfeited (in shares)			(172,547)	(122,800)	(771,114)	(525,152)
Ending balance (in shares)	21,530,806	18,300,959	21,530,806	18,300,959	17,647,833	15,444,112	3,907,067
Options Outstanding, Exercisable options (in shares)	12,272,394	3,276,976	12,272,394	3,276,976
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning balance (in dollars per share)			$ 2.01	$ 2.01	$ 2.03	$ 2.34
Granted (in dollars per share)			23.16	2.00	2.00	2.00
Exercised (in dollars per share)			2.11	2.00	0	2.00
Forfeited (in dollars per share)			9.73	2.22	2.12	2.36
Ending balance (in dollars per share)	$ 5.61	$ 2.01	5.61	2.01	2.01	2.03	$ 2.34
Weighted-Average Exercise Price, Exercisable options (in dollars per share)	2.01	2.00	2.01	2.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Fair value, nonvested (in dollars per share)	1.91	0.34	1.91	0.34	0.34	0.34	0.55
Granted (in dollars per share)			9.58	0.37	0.36	0.32
Exercised (in dollars per share)			0.48	0.32	0	0.32
Forfeited (in dollars per share)			3.75	0.46	0.42	0.63
Ending balance (in dollars per share)	1.91	$ 0.34	$ 1.91	0.34	$ 0.34	$ 0.34	$ 0.55
Weighted-Average Grant-Date Fair Value, Exercisable options (in dollars per share)	$ 0.34			$ 0.32
Weighted-Average Remaining Contractual Life	7 years 6 months 3 days	7 years 9 months 25 days		7 years 9 months 25 days	8 years 8 months 15 days	9 years 5 months 12 days	8 years 2 months 12 days
Weighted-Average Remaining Contractual Life, Exercisable	7 years 3 days			7 years 9 months 3 days

Stockholders’ Equity - Schedule of Restricted Stock Unit Activity (Details) - $ / shares		9 Months Ended
	Apr. 06, 2021	Sep. 30, 2021
Number of Shares
Granted (in shares)	1,183,871
Restricted Stock Units (RSUs)
Number of Shares
Beginning balance (in shares)		0
Granted (in shares)		1,199,315
Vested (in shares)		(195,652)
Forfeited (in shares)		(14,011)
Ending balance (in shares)		989,652
Grant Date Fair Value
Beginning balance (in dollars per share)		$ 0
Granted (in dollars per share)		23.19
Vested (in dollars per share)		23.00
Forfeited (in dollars per share)		23.00
Ending balance (in dollars per share)		$ 23.23

Stockholders’ Equity - Stock-based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 25,800	$ 121	$ 228,461	$ 363
Cost of platform
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	4,947	0	40,987	0
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	1,028	0	8,723	0
General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 19,825	$ 121	$ 178,751	$ 363

Share-based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 28, 2018 $ / shares shares	Apr. 30, 2021 shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) group $ / shares shares	Dec. 31, 2017 $ / shares	Jan. 27, 2014 shares	Jan. 17, 2014 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value of option exercised \| $							$ 0	$ 0	$ 0
Estimated fair value per option vested (in dollars per share) \| $ / shares							$ 0.66	$ 0.36	$ 0.32
Fair value, nonvested (in dollars per share) \| $ / shares			$ 1.91		$ 1.91		$ 0.34	$ 0.34	$ 0.34	$ 0.55
Granted (in shares)					3,730,717		830,194	3,202,435	14,202,635
Share based payment expense \| $			$ 25,800	$ 121	$ 228,461	$ 363
Options, cost not yet recognized \| $							$ 800	$ 1,200	$ 1,100
Common stock, shares issued (in usd per share)			106,234,792		106,234,792		95,985,817	95,931,549
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized		10,278,581
Award percentage of total common stock issued and outstanding (up to)		1.00%
Common stock, shares issued (in usd per share)		1,027,858
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	18,985,846										4,229,850	4,229,850
Share based payment expense \| $							$ 500	$ 200	$ 1,900
Options \| PH Group Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period							10 years
Options \| Time-Based
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted, percent							14.00%	27.00%	27.00%
Vested percent							1.00%	17.00%	50.00%
Unvested percent							99.00%	83.00%	50.00%
Estimated fair value per option vested (in dollars per share) \| $ / shares	$ 0.32						$ 0.40	$ 0.36
Fair value, nonvested (in dollars per share) \| $ / shares	$ 0.32						$ 0.40	$ 0.36
Granted (in shares)								3,202,435	14,202,635
Awards cancelled and subsequently reissued								227,600	2,087,359
Number of employees whose shares were cancelled and subsequently reissued \| group									22
Options \| Time-Based \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award requisite service period							4 years	4 years	4 years
Options \| Time-Based \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award requisite service period								0 years	0 years
Options \| Performance-Based
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted, percent							86.00%	73.00%	73.00%

Share-based Compensation - Schedule of Options Activity (Details) - $ / shares			9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)			18,300,959	17,647,833	15,444,112	3,907,067
Granted (in shares)			3,730,717	830,194	3,202,435	14,202,635
Exercised (in shares)			(328,323)	(54,268)	0	(53,079)
Cancelled (in shares)				0	(227,600)	(2,087,359)
Forfeited (in shares)			(172,547)	(122,800)	(771,114)	(525,152)
Ending balance (in shares)	21,530,806	18,300,959	21,530,806	18,300,959	17,647,833	15,444,112	3,907,067
Options Outstanding, Exercisable options (in shares)	12,272,394	3,276,976	12,272,394	3,276,976
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning balance (in dollars per share)			$ 2.01	$ 2.01	$ 2.03	$ 2.34
Granted (in dollars per share)			23.16	2.00	2.00	2.00
Exercised (in dollars per share)			2.11	2.00	0	2.00
Cancelled (in dollars per share)				0	2.36	2.35
Forfeited (in dollars per share)			9.73	2.22	2.12	2.36
Ending balance (in dollars per share)	$ 5.61	$ 2.01	5.61	2.01	2.01	2.03	$ 2.34
Weighted-Average Exercise Price, Exercisable options (in dollars per share)	2.01	2.00	2.01	2.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning Balance (in dollars per share)			0.34	0.34	0.34	0.55
Granted (in dollars per share)			9.58	0.37	0.36	0.32
Exercised (in dollars per share)			0.48	0.32	0	0.32
Cancelled (in dollars per share)				0	0.52	0.49
Forfeited (in dollars per share)			3.75	0.46	0.42	0.63
Ending balance (in dollars per share)	1.91	$ 0.34	$ 1.91	0.34	$ 0.34	$ 0.34	$ 0.55
Weighted-Average Grant-Date Fair Value, Exercisable options (in dollars per share)	$ 0.34			$ 0.32
Weighted-Average Remaining Contractual Life	7 years 6 months 3 days	7 years 9 months 25 days		7 years 9 months 25 days	8 years 8 months 15 days	9 years 5 months 12 days	8 years 2 months 12 days
Weighted-Average Remaining Contractual Life	7 years 3 days			7 years 9 months 3 days

Share-based Compensation - Schedule of Assumptions Used (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Payment Arrangement [Abstract]
Expected term in years	5 years	5 years	5 years
Expected stock price volatility	51.20%	39.10%	43.80%
Risk-free interest rate	0.36%	1.69%	2.53%
Expected dividend yield	0.00%	0.00%	0.00%
Estimated fair value per option granted (in dollars per share)	$ 0.66	$ 0.36	$ 0.32

Stockholders’ Equity - Stock-based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 25,800	$ 121	$ 228,461	$ 363
Cost of platform
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	4,947	0	40,987	0
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	1,028	0	8,723	0
General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 19,825	$ 121	$ 178,751	$ 363

Employee Benefit Plan (Details) - USD ($) $ in Millions	12 Months Ended
Employee Benefit Plan (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Retirement Benefits [Abstract]
Defined Contribution Plan, Tax Status [Extensible Enumeration]	us-gaap:QualifiedPlanMember
Safe harbor contribution, percent	3.00%
Profit sharing contribution percent	1.40%	1.40%	1.40%
Plan contribution	$ 2.4	$ 2.0	$ 2.0

Related-Party Transactions (Details) - USD ($)			10 Months Ended	12 Months Ended
Related-Party Transactions (Details) - USD ($)	Oct. 31, 2020	Sep. 18, 2019	Oct. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 22, 2020	Sep. 19, 2019	Jan. 30, 2018
Related Party Transaction [Line Items]
Principal payments due within, term		3 years
Due from related parties					$ 4,000,000
Repayments of related party debt				$ 0	$ 15,250,000	$ 0
Affiliated Entity
Related Party Transaction [Line Items]
Notes payable, related parties	$ 4,700,000		$ 4,700,000	$ 0			$ 4,700,000
Due from related parties	4,000,000		4,000,000
Repayments of related party debt	$ 4,000,000
Converted notes payable to related party							$ 4,700,000
Affiliated Entity \| BHPS
Related Party Transaction [Line Items]
Notes payable, related parties		$ 13,300,000						$ 8,700,000
Affiliated Entity \| APNA
Related Party Transaction [Line Items]
Notes payable, related parties									$ 15,300,000
Interest rate									17.50%
Affiliated Entity \| Interest Paid
Related Party Transaction [Line Items]
Amount of transaction			$ 200,000

Commitment and Contingencies - Schedule of Future Lease Payment (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
2021	$ 2,213	$ 2,413
2022	2,261	2,213
2023	2,274	2,261
2024	2,237	2,274
2025		2,237
Thereafter		1,408
Lessee, Operating Lease, Liability, to be Paid, Total	$ 10,941	$ 12,806

Commitment and Contingencies - Narrative (Details) - USD ($)				12 Months Ended
	Jun. 24, 2020	Apr. 05, 2016	Sep. 15, 2015	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2015	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Rent expense				$ 2,500,000	$ 3,400,000	$ 2,500,000
Long-term Purchase Commitment [Line Items]
Total assets				328,969,000	270,205,000			$ 632,061,000
Other non-current assets				4,475,000	5,669,000			3,384,000
Total current assets				190,084,000	129,599,000			$ 469,424,000
Purchase commitment due next three years				2,200,000
Physician Practice Service Agreement
Long-term Purchase Commitment [Line Items]
Commitment amount (up to)		$ 2,500,000	$ 5,000,000
Commitment period			10 years
Payment made							$ 4,000,000
Remaining balance		$ 1,000,000
Total assets							$ 4,000,000
Asset, amortization period			10 years
Amortization					400,000	$ 400,000
Other non-current assets					$ 2,300,000
Early termination fee	$ 2,100,000
Total current assets				$ 0

Concentrations of Credit Risk (Details) - institution			3 Months Ended		9 Months Ended		12 Months Ended
Concentrations of Credit Risk (Details) - institution	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Concentration Risk [Line Items]
Number of institutions in which company holds its cash and cash equivalents	2						2
Revenue Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Revenue Benchmark \| Customer Concentration Risk \| Six Payers
Concentration Risk [Line Items]
Concentration risk percentage			84.00%	85.00%	82.00%	82.00%	75.00%	74.00%	69.00%
Accounts Receivable \| Customer Concentration Risk \| Six Payers
Concentration Risk [Line Items]
Concentration risk percentage	71.00%	70.00%					70.00%	69.00%	68.00%

Net Income (Loss) Per Share - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Earnings Per Share [Abstract]
Net income (loss) attributable to Privia Health Group, Inc. common stockholders	$ (9,115)	$ 16,685	$ (176,251)	$ 27,380	$ 31,244	$ 8,244	$ (3,044)
Weighted average common shares outstanding - basic (in shares)	105,896,622	95,950,929	101,576,775	95,945,804	95,950,062	95,931,549	95,880,506
Potentially dilutive stock options (in shares)					0	0	0
Weighted average common share outstanding - diluted (in shares)	105,896,622	95,950,929	101,576,775	95,945,804	95,950,062	95,931,549	95,880,506
Earnings per share attributable to Privia Health Group, Inc. common stockholders - basic	$ (0.09)	$ 0.17	$ (1.74)	$ 0.29	$ 0.33	$ 0.09	$ (0.03)
Earnings per share attributable to Privia Health Group, Inc. common stockholders - diluted	$ (0.09)	$ 0.17	$ (1.74)	$ 0.29	$ 0.33	$ 0.09	$ (0.03)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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