0001759655-22-000032 | 10-K | XBRL Viewer

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 320,577	$ 84,633
Accounts receivable	117,402	99,118
Prepaid expenses and other current assets	8,697	6,333
Total current assets	446,676	190,084
Non-current assets:
Property and equipment, net	4,502	4,814
Right-of-use asset	9,634	0
Intangible assets, net	59,738	5,980
Goodwill	127,938	118,663
Deferred tax asset	33,364	4,953
Other non-current assets	4,521	4,475
Total non-current assets	239,697	138,885
Total assets	686,373	328,969
Current liabilities:
Accounts payable and accrued expenses	45,985	39,252
Physician and practice liability	140,708	106,811
Current portion of note payable	875	875
Operating lease liabilities, current	2,893	0
Total current liabilities	190,461	146,938
Non-current liabilities:
Note payable, net of current portion	31,688	32,784
Operating lease liabilities, non-current	11,043	0
Other non-current liabilities	3,000	5,595
Total non-current liabilities	45,731	38,379
Total liabilities	236,192	185,317
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.01 par value, 1,000,000,000 and 150,000,000 shares authorized; 107,837,741 and 95,985,817 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively	1,078	960
Additional paid-in capital	633,902	165,666
Accumulated deficit	(208,108)	(19,878)
Total Privia Health Group, Inc. stockholders’ equity	426,872	146,748
Non-controlling interest	23,309	(3,096)
Total stockholders’ equity	450,181	143,652
Total liabilities and stockholders’ equity	$ 686,373	$ 328,969

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,000,000,000	150,000,000
Common stock, shares issued (in shares)	107,837,741	95,985,817
Common stock, shares outstanding (in shares)	107,837,741	95,985,817

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Revenue	$ 966,220	$ 817,075	$ 786,360
Operating expenses:
Physician and practice expense	727,827	629,487	622,632
Cost of platform	174,731	105,006	95,256
Sales and marketing	22,750	11,343	9,156
General and administrative	255,884	44,016	41,827
Depreciation and amortization	2,464	1,843	1,427
Total operating expenses	1,183,656	791,695	770,298
Operating (loss) income	(217,436)	25,380	16,062
Interest expense	1,070	1,917	6,910
(Loss) income before (benefit from) provision for income taxes	(218,506)	23,463	9,152
(Benefit from) provision for income taxes	(27,857)	(7,441)	1,207
Net (loss) income	(190,649)	30,904	7,945
Less: Loss attributable to non-controlling interests	(2,419)	(340)	(299)
Net (loss) income attributable to Privia Health Group, Inc.	$ (188,230)	$ 31,244	$ 8,244
Net (loss) income per share attributable to Privia Health Group, Inc. stockholders – basic (in dollars per share)	$ (1.83)	$ 0.33	$ 0.09
Net (loss) income per share attributable to Privia Health Group, Inc. stockholders – diluted (in dollars per share)	$ (1.83)	$ 0.33	$ 0.09
Weighted average common shares outstanding - basic (in shares)	102,952,370	95,950,062	95,931,549
Weighted average common shares outstanding – diluted (in shares)	102,952,370	95,950,062	95,931,549

Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Total Stockholders’ Equity attributable to Privia Health Group, Inc.	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Non-controlling Interest
Beginning Balance (in shares) at Dec. 31, 2018			95,931,549
Beginning Balance at Dec. 31, 2018	$ 86,040	$ 88,497	$ 959	$ 146,904	$ (59,366)	$ (2,457)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Capital contribution	13,264	13,264		13,264
Stock-based compensation expense	207	207		207
Net income (loss)	7,945	8,244			8,244	(299)
Ending Balance (in shares) at Dec. 31, 2019			95,931,549
Ending Balance at Dec. 31, 2019	107,456	110,212	$ 959	160,375	(51,122)	(2,756)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Capital contribution	4,700	4,700		4,700
Stock-based compensation expense	484	484		484		0
Net income (loss)	30,904	31,244			31,244	(340)
Stock option exercise (in shares)			54,268
Stock option exercise	108	108	$ 1	107
Ending Balance (in shares) at Dec. 31, 2020			95,985,817
Ending Balance at Dec. 31, 2020	143,652	146,748	$ 960	165,666	(19,878)	(3,096)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	253,531	253,531		253,531
Net income (loss)	$ (190,649)	(188,230)			(188,230)	(2,419)
Stock option exercise (in shares)	1,935,302
Issuance of common stock upon closing of initial public offering (in shares)	9,725,000
Issuance of common stock upon closing of initial public offering	$ 210,994	210,994	97	210,897
Issuance of common stock upon exercise of stock options and vesting of restricted stock units (in shares)	2,126,924
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	$ 3,829	3,829	$ 21	3,808
Contributed non-controlling interest	28,824					28,824
Ending Balance (in shares) at Dec. 31, 2021			107,837,741
Ending Balance at Dec. 31, 2021	$ 450,181	$ 426,872	$ 1,078	$ 633,902	$ (208,108)	$ 23,309

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net income (loss)	$ (190,649)	$ 30,904	$ 7,945
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation	1,152	1,188	784
Amortization of intangibles	1,312	642	643
Amortization of debt issuance costs	157	134	332
Stock-based compensation	253,531	484	207
Deferred tax benefit	(28,411)	(7,834)	716
Changes in asset and liabilities:
Accounts receivable	(14,642)	(21,779)	(6,178)
Prepaid expenses and other current assets	(1,269)	(962)	(151)
Other non-current assets and right-of-use asset	(9,680)	1,194	(2,426)
Accounts payable and accrued expenses	1,262	9,706	2,079
Physician and practice liability	33,897	24,542	15,571
Operating lease liabilities	13,936	0	0
Other long-term liabilities	(5,538)	672	4,836
Net cash provided by operating activities	55,058	38,891	24,358
Cash from investing activities
Purchases of property and equipment	(547)	(380)	(5,709)
Business acquisitions, net of cash acquired	(32,228)	0	0
Net cash used in investing activities	(32,775)	(380)	(5,709)
Cash flows from financing activities
Proceeds from initial public offering	223,685	0	0
Payments of underwriting fees, net of discounts and offering costs	(12,691)	0	0
Note payable to affiliate	0	0	(15,250)
Repayment of note payable	(875)	(875)	(30,000)
Proceeds from note payable	0	0	35,000
Proceeds from exercised stock options	3,829	108	0
Debt issuance costs	(287)	0	(618)
Proceeds from line of credit	0	10,000	0
Line of credit payments	0	(10,000)	0
Net cash provided by (used in) financing activities	213,661	(767)	(10,868)
Net increase in cash and cash equivalents	235,944	37,744	7,781
Cash and cash equivalents at beginning of period	84,633	46,889	39,108
Cash and cash equivalents at end of period	320,577	84,633	46,889
Supplemental disclosure of cash flow information:
Interest paid	888	1,928	9,200
Income taxes paid	504	381	316
Conversion of notes payable to related parties to capital contribution	$ 0	$ 4,700	$ 13,264

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2021

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

Valuation and Qualifying Accounts For Each of The Three Years Ended December 31, 2021, 2020, and 2019

The following Financial Statement Schedule along with the report thereon of PricewaterhouseCoopers LLP dated March 25, 2022, should be read in conjunction with the consolidated financial statements. Financial Statement Schedules not included in this filing have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.


Income Tax Valuation Allowance	Balance at Beginning of Year		Charged to costs and expenses		Acquisitions		Deductions		Balance at End of Year
Year ended December 31, 2021	$	—	$	—	$	—	$	—	$	—
Year ended December 31, 2020	$	13,710	$	—	$	—	$	(13,710)	$	—
Year ended December 31, 2019	$	15,804	$	—	$	—	$	(2,094)	$	13,710

Organization and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Summary of Significant Accounting Policies

Organization

Privia Health Group, Inc. (“we”, “our” the “Company” “Privia”), became the sole shareholder of PH Group Holdings Corp. (“PH Holdings”) (formerly Brighton Health Services Holding Corporation) effective August 11, 2016. At the time, the Company was a wholly owned subsidiary of Brighton Health Group Holdings, LLC (“BHG Holdings”) (formerly MC Acquisition Holdings I, LLC, HoldCo).

The Company uses the same operational and financial model in each market. As of December 31, 2021, Privia operates in eight markets: 1) the Mid-Atlantic Region (states of Virginia, Maryland and the District of Columbia); 2) the state of Georgia; 3) the Gulf Coast Region (Houston, Texas); 4) North Texas (Dallas/Fort Worth, Texas); 5) West Texas (Abilene, Texas); 6) Central Florida; 7) the state of Tennessee and 8) the state of California.

Medical groups are formed in each market with the primary purpose to operate as a physician group practice with healthcare services being furnished through physician members (“Privia Physicians”) and non-physician clinicians (together, “Privia Providers”) supervised by Privia Physicians. Privia Physicians typically enter into a PMSA with a medical group, which requires the Privia Physician to provide healthcare services through and on behalf of the medical group. In conjunction with the PMSA, the medical group enters a Support Services Agreement (“SSA”) with the Privia Physician’s historic practice entity (“Affiliated Practice”) whereby the Affiliated Practice provides certain subcontracted services to the medical group to allow the medical group to operate at the practice location.

The Company does not own any Affiliated Practice, nor does the Company have risk of loss related to the Affiliated Practices; rather, they are typically owned by certain Privia Physicians. The Company’s ownership varies by state, creating three types of medical groups: Owned Medical Groups, Non-Owned Medical Groups and Friendly Medical Groups (which are also Non-Owned Medical Groups). The Company majority owns Owned Medical Groups in those markets where medical group ownership is allowed with Privia Physicians owning, in the aggregate, the minority interest in the medical group. In other markets where state regulations do not allow the Company to own the medical group, our “Non-Owned Medical Groups” are either (a) 100% owned by the Privia Physicians or (b) majority owned, indirectly through a professional entity (“Nominee PC”), by a licensed physician holding a Privia leadership position (such physician leader, a “Nominee Physician” and each such Non-Owned Medical Group owned in this manner, a “Friendly Medical Group”). Currently, the Company has Friendly Medical Groups only in the Tennessee and West Texas. The Company has entered into a restriction agreement with each of its Nominee Physicians and their respective Nominee PCs, which provides the Company the right to direct the transfer of each Nominee PC’s ownership in the Friendly Medical Groups to other licensed physicians, among other matters. Owned Medical Groups and Friendly Medical Groups are consolidated into the Company, while Non-Owned Medical Groups are not. For Non-Owned Medical Groups and Friendly Medical Groups, please refer to the discussion of “Variable Interest Entities” for further discussion.

The Company also forms local management companies to provide administrative and management services (“MSOs”) to the medical groups through a Management Services Agreement (“MSA”) in each market. The Company owns 100% of all MSOs, except four where the Company is at least the majority owner.

Within each market, Privia has three different sources of revenue: 1) Fee-for-service (“FFS”) revenue consisting of: a) FFS-patient care revenue which is primarily earned through Owned Medical Groups and b) FFS-administrative services revenue which is primarily earned by owned MSOs from Non-Owned Medical Groups through the MSAs; 2) VBC revenue consisting of: a) care management fees (“PMPM”) and b) shared savings both of which are primarily earned through Company-owned Accountable Care Organizations (“ACOs”) in each market; and 3) Other revenue which is earned from services provided to patients of both Owned and Non-Owned Medical Groups and CARES Act funds received.

Initial Public Offering

On May 3, 2021, the Company closed its initial public offering (“IPO”) of 22,425,000 shares of the Company’s common stock, $0.01 par value per share, at an offering price of $23.00 per share. On May 3, 2021, the Company also sold 4,000,000 shares to an affiliate of Anthem, Inc. (“Anthem”) in a private placement. In aggregate, the shares issued in the offering and Anthem private placement generated gross proceeds of $223.7 million and $211.0 million in net proceeds, which is net of underwriters’ discounts and commissions, and other offering costs.

Basis of Presentation

The consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its subsidiaries. Amounts shown on the consolidated statements of operations within the operating expense categories of physician and practice expense, cost of platform, selling and marketing, and general and administrative are recorded exclusive of depreciation and amortization.

All significant intercompany transactions are eliminated in consolidation.

Variable Interest Entities

Management evaluates the Company’s ownership, contractual, and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical information, among other factors. If the Company determines that an entity in which it holds a contractual, or ownership, interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively.

The Company evaluated its relationship with (a) Non-Owned Medical Groups and their Affiliated Practices, (b) Friendly Medical Groups and their Affiliated Practices, and (c) Affiliated Practices associated with Owned Medical Groups to determine if any of these entities should be subject to consolidation. The Company does not have ownership interest in any Affiliated Practices (whether those of Owned Medical Groups, Non-Owned Medical Groups or Friendly Medical Groups); nor does the Company have an ownership in Non-Owned Medical Groups or Friendly Medical Groups. The PMSA and support services agreement (“SSA”) entered by Non-Owned Medical Groups and Friendly Medical Groups with their Privia Physician members and the Affiliated Practices are not contractual relationships within Privia’s legal structure. The only contractual relationship between Privia and Non-Owned Medical Groups is established through the MSA. For Friendly Medical Groups, in addition to the MSA, the Company has a contractual relationship, evidenced by a restriction agreement (each a “Restriction Agreement”) with its Nominee Physicians and their respective Nominee PCs. Management has determined, based on the provisions of the MSAs between the Company and Non-Owned Medical Groups, and after considering the requirements of Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”), the Company is not required to consolidate the financial position or results of operations of the Affiliated Practices associated with Owned Medical Groups; nor is it required to consolidate the financial position or results of operations of Non-Owned Medical Groups (and, therefore, the Company is not required to consolidate the Affiliated Practices of the Non-Owned Medical Groups). However, management has determined, based on the provisions of the Restriction Agreement by and among the Company, the Nominee Physicians and their respective Nominee PCs, the governing documents of the Friendly Medical Groups, and after considering the requirements of ASC 810, that the Company should consolidate the financial position or results of operations of the Friendly Medical Groups and the Nominee PCs, but not the Affiliated Practices of the Friendly Medical Groups.

ASC 810 requires the Company to consolidate the financial position, results of operations and cash flows of a Non-Owned Medical Group affiliated by means of a service agreement if the Non-Owned Medical Group is a VIE and the Company is its primary beneficiary. A Non-Owned Medical Group would be considered a VIE if (a) it is thinly capitalized (i.e., the equity is not sufficient to fund the Non-Owned Medical Group’s activities without additional subordinated financial support) or (b) the equity holders of the Non-Owned Medical Group as a group have one of the following four characteristics: (i) lack the power to direct the activities that most significantly affect the Non-Owned Medical Group’s economic performance, (ii) possess non-substantive voting rights, (iii) lack the obligation to absorb the Non-Owned Medical Group’s expected losses, or (iv) lack the right to receive the Non-Owned Medical Group’s expected residual returns.

The characteristics of both (a) and (b) do not exist and as such the Non-Owned Medical Groups do not represent VIEs. Accordingly, the Company has not consolidated the financial position, results of operations or cash flows of the Non-Owned Medical Groups that are affiliated with the Company by means of a service agreement for the years ended December 31, 2021, 2020 and 2019. Each time that it enters into a new service agreement or enters into a material amendment to an existing service agreement, the Company considers whether the terms of that agreement or amendment would change the elements it considers in accordance with the VIE guidance. The same analysis was performed for the Affiliated Practices of Owned Medical Groups, which have contractual relationships with Privia through the SSA, and the Company determined they do not represent VIEs as they do not meet the criteria in ASC 810 for similar reasons outlined above.

The Company, however, does meet the criteria for consolidation of the Nominee PCs and the Friendly Medical Groups based on the discussion above.

During the fourth quarter of 2021, the Company launched Privia Medical Group West Texas, PLLC, formerly known as Abilene Diagnostic Clinic, PLLC (“WTX Friendly Medical Group”). WTX Friendly Medical Group is a physician-owned Medical Group, with PMG West Texas Holdings, PLLC (“WTX Nominee PC”), a Texas professional limited liability company entirely owned by a licensed physician with a leadership role in the Company, owning majority membership interests and having governance and control rights via the governing documents of WTX Friendly Medical Group. The Company has a contractual relationship with WTX Nominee PC through a Restriction Agreement. The VIE analysis was performed, and the Company determined that the relationship between Company, WTX Nominee PC and WTX Friendly Medical Group does represent a VIE and as such is consolidated as they do meet the criteria in ASC 810.

Similarly, during the fourth quarter of 2021, the Company established a second Friendly Medical Group in the State of Tennessee - Privia Medical Group Tennessee, PLLC (“TN Friendly Medical Group”). TN Friendly Medical Group is a physician owned Medical Group, with PMG-TN Physicians, PLLC (“TN Nominee PC”), a Tennessee professional limited liability company entirely owned by a licensed physician with a leadership role in the Company, owning majority of the membership interests therein and having governance and control rights via the governing documents of TN Friendly Medical Group. Again, the same analysis was performed, and the Company determined that the relationship between Company, TN Nominee PC and TN Friendly Medical Group does represent a VIE and as such is consolidated because they do meet the criteria in ASC 810.

Additionally, during the fourth quarter of 2021, the Company entered the California market through an affiliation with BASS Medical Group, one of the Greater San Francisco Bay Area’s leading healthcare multi-specialty groups with more than 400 providers spanning 42 specialties caring for patients at over 125 locations. Privia acquired a majority interest in BASS Management Services Organization, LLC, now BASS Privia Management Company of California, LLC (“BPMC”), which is the exclusive provider of management services to BASS Medical Group. BPMC provides management and other administrative services, as well as various other services to medical practices and others. The Company performed the same analysis and determined that BPMC does not represent a VIE as it does not meet the criteria in ASC 810 but given that Privia owns 51% of the voting interest in the entity, the entity is consolidated as a result.

As a result of the PMG West Texas and PMG-TN transactions, the aggregated carrying value of the current assets and liabilities included in the consolidated balance sheets after elimination of intercompany transactions and balances were $4.2 million and $4.2 million respectively, as of December 31, 2021. Total revenues and operating expenses were $5.8 million and $5.8 million, respectively, from the date of acquisition through December 31, 2021.

Emerging Growth Company Status

We are an emerging growth company under the Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected to avail ourselves of this exemption and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Sarbanes-Oxley Act of 2002, Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) hold non-binding advisory votes on executive compensation and obtain shareholder approval of any golden parachute payments not previously approved. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

Use of Estimates

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

Operating Segments

The Company determined in accordance with ASC 280, Segment Reporting (“ASC 280”) that the Company operates in and reports as a single operating segment, and therefore one reporting segment – Privia Health Group, Inc. Refer to Note 16 “Segment Financial Information” for additional information concerning the Company’s services.

Coronavirus Aid, Relief and Economic Stimulus Act (“CARES Act”)

The current COVID-19 pandemic had an impact on our results of operations, cash flow and financial position for the years ended and as of December 31, 2021 and 2020, as we experienced lower volumes than anticipated and shifts in the mix of services provided after the onset of the pandemic in the United States. We are closely monitoring the impact of the pandemic on all aspects of our business including impacts to employees, customers, patients, suppliers and vendors.

On March 27, 2020, the CARES Act was passed. It is intended to provide economic relief to individuals and businesses affected by the coronavirus pandemic. It also contains provisions related to healthcare providers’ operations and the issues caused by the

coronavirus pandemic. The following are significant economic impacts for the Company and its subsidiaries as a result of specific provisions of the CARES Act for the year ended December 31, 2021:

•The Company elected to defer its portion of Social Security taxes in 2020, which may be repaid over two years as follows: 50% by the end of 2021 and 50% by the end of 2022. Approximately $0.8 million is recorded in accrued expenses on the balance sheet as of December 31, 2021 related to this deferral and the Company intends to remit payment by the end of 2021; and

•The Company received $0.8 million and $13.3 million in grant funds from the Provider Relief Fund under the CARES Act during the years ended December 31, 2021 and 2020, respectively.

Cash and Cash Equivalents

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

Accounts Receivable

Substantially all of the Company’s accounts receivable relate to providing health care services to patients whose costs are primarily paid by federal and state governmental authorities or commercial insurance companies. The Company reports accounts receivable at an amount equal to the consideration the Company expects to receive in exchange for providing healthcare services to patients, which is estimated using historical reimbursement rates and an analysis of past experience to estimate potential adjustments.

Management writes-off receivables when they are deemed uncollectible because of circumstances that affect the ability of payers and self-pay patients to make payments as they occur. While write-offs of customer accounts have historically been within management’s expectations and the provisions established, management cannot guarantee that future write-offs will be consistent with historical experience, which could result in material differences when compared to the Company’s allowances and related provisions.

Unearned Revenue

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

Property and Equipment, Net

Property and equipment consist of furniture and fixtures, leasehold improvements, and computer hardware and software and are stated at cost, less accumulated depreciation and amortization. Depreciation is recognized on a straight-line method over the assets’ estimated useful lives, which for leasehold improvements are the lesser of the lease terms or the life of the asset, and three to seven years for other property and equipment. Property and equipment consisting of leasehold improvements, furniture, computers and office equipment.

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.

Business Combination

Accounting for business combinations requires us to allocate the fair value of purchase considerations to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values, which were determined primarily using the income method. The excess of the fair value of purchase consideration over the fair values of these identified assets and liabilities is recorded as goodwill. Such valuations require us to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, revenue growth rates, medical claims expense, cost of care expenses, operating expenses, discount rate, contract terms and useful life from acquired assets.

Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. During the year ended December 31, 2021, Company completed several acquisitions to strengthen its current market share in existing markets or to

expand into new markets. The consideration paid for each of the acquisitions was derived through arm’s length negotiations. Each of the Company’s acquisitions was accounted for using the acquisition method pursuant to the requirements of FASB ASC Topic 805, Business Combinations (“ASC 805”). The results of operations of the acquisitions have been included in the Company’s consolidated financial statements since their respective date of acquisition. For additional details, refer to Note 3 “Business Combinations.”

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, 2021 or 2020.

Goodwill

Goodwill represents the excess of the purchase price, plus the fair value of any non-controlling interests in the acquiree, over the fair value of identifiable net assets acquired. The Company performs a qualitative assessment on goodwill at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. If it is determined in the qualitative assessment that the fair value of a reporting unit is more likely than not below its carrying amount, then the Company will perform a quantitative impairment test. The quantitative goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. Any excess in the carrying value of a reporting unit’s goodwill over its fair value is recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit. The Company completes a single assessment of Goodwill as it has one reporting unit.

For the years ended December 31, 2021, 2020 and 2019, there was no impairment loss related to goodwill. For additional details, refer to Note 4 “Goodwill and Intangible Assets, Net.”

Intangible Assets, net

Definite-lived intangible assets represent the estimated fair value of intangible assets acquired. Amortization is calculated using the straight-line method over the estimated useful lives of the intangible assets which are as follows:


Trade names			20 years
Consumer customer relationships			10 years
FFS customer relationships			24 years
Management Service Agreement (Complete MD)			16 years
Physician network			15 years
Payer contracts			21 years
Management Service Agreement (BPMC)			21 years

The Company reviews the carrying value of its finite-lived intangible assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. If these future undiscounted cash flows are less than the carrying value of the asset, then the carrying amount of the asset is written down to its fair value, based on the related estimated discounted future cash flows. The factors considered by management in performing this assessment include current operating results; trends and prospects; the manner in which the intangible assets are used; and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, no impairment was recorded for the years ended December 31, 2021, 2020 and 2019. For additional details, refer to Note 4 “Goodwill and Intangible Assets, Net.”

Debt Issuance Costs

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

Revenue Recognition

Beginning January 1, 2019, we adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective approach. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an

amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, we perform the following five steps:

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

ii.Identify the performance obligations in the contract;

iii.Determine the transaction price;

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

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

FFS Revenue

FFS-patient care

The Company’s FFS-patient care revenue is primarily generated from providing healthcare services to patients. Providing medical services to patients represents our performance obligation under these third party payer agreements, and accordingly, the transaction price is allocated entirely to that one performance obligation. We recognize revenue as services are rendered and approved by the Privia Providers, which is typically a single day for each service. We receive payment for services from third party payers, as well as from patients who have health insurance, but are also financially responsible for some or all of the service in the form of co-pays, coinsurance or deductibles. Patients who do not have health insurance are required to pay for their services in full.

FFS-patient care revenue is reported net of provisions for contractual allowances from third-party payers and patients. We have certain agreements with third-party payers that provide for reimbursement at amounts different from our standard billing rates. The differences between the estimated reimbursement rates and the standard billing rates are accounted for as contractual adjustments, which are deducted from gross revenue to arrive at FFS-patient care revenue. We determine our estimate of implicit price concessions based on our historical collection experience with classes of patients using a portfolio approach as a practical expedient to account for patient contracts as collective groups rather than individually. The financial statement effects of using this practical expedient are not materially different from an individual contract approach. Subsequent changes to the estimate of the transaction price (determined on a portfolio basis when applicable) are generally recorded as adjustments to revenue in the period of the change. For the years ended December 31, 2021, 2020 and 2019, changes in the Company’s estimates of implicit price concessions, contractual adjustments, and expected payments for performance obligations satisfied in prior periods were not significant.

With respect to our treatment of revenue from Owned Medical Groups, it is necessary to assess whether we are the principal or the agent with respect to FFS-patient care revenue in light of the fact that healthcare services are furnished by Privia Providers rather than employees of the Owned Medical Groups. ASC 606-10-55-37A indicates that an entity is a principal if it obtains control of a right to a service to be performed by another party, which gives the entity the ability to direct that party to perform the services to the customer on the entity’s behalf. The Owned Medical Groups, which are each majority-owned and controlled by us, own the contractual relationships with the patients and the third party payers and they direct Privia Providers to perform healthcare services on the Company’s behalf. Although we are prohibited by law from interfering in the physician-patient relationship or making clinical care decisions, our Owned Medical Groups are responsible for the fulfillment of healthcare services to patients. Further, we employ Chief Medical Officers and Medical Directors who provide clinical oversight and direction over the clinical affairs of the Owned Medical Groups. In addition, the Owned Medical Group provides the care coordination activities, patient outreach and education activities, and sets quality standards for our Privia Providers. We also verify that Privia Providers have the proper qualifications (e.g., correct licenses, certificates, etc.) for our Owned Medical Groups, for ourselves and as a delegate on behalf of certain third-party payers. In addition to oversight of health care services, the Owned Medical Group is also the party primarily responsible for providing the services to patients and maintains discretion in establishing pricing for all services through agreements with patients and their insurance payers. The Owned Medical Groups negotiate and enter into provider agreements with third-party payer insurance companies, which outline the obligations of the Owned Medical Group and the third-party payers in connection with providing patient care services to covered patients. This includes setting the reimbursement rate for all services provided by the Owned Medical Groups.

In assessing who is the principal in providing the patient care services, the Company considered who controls the provision of patient care services. As a result of our oversight of Owned Medical Groups (including setting the expectations for the Owned Medical Group’s patients and the commercial payers’ expectations of the Owned Medical Groups) and the contractual relationships with patients and their third-party payers, we are the principal in these relationships.

FFS-administrative services

The Company’s FFS-administrative services business provides administration and management services pursuant to MSA with Non-Owned Medical Groups.

The Company’s MSAs with the Non-Owned Medical Groups range from 5 – 20 years in duration and outline the terms and conditions of the administration and management services to be provided, which includes revenue cycle management services such as billings and collections, as well as other services, including, but not limited to, payer contracting, information technology services and accounting and treasury services.

In certain MSAs, the Company is paid administrative fees equal to the cost of supplying certain services as outlined in the MSAs, and if applicable, a margin is added to the cost of certain services. The margin, if applicable, is fixed based on the MSAs; however, the cost of supplying certain services can fluctuate during the life of the MSAs.

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

Under each MSA, there is a single performance obligation to provide a series of administration and management services required for the contract period. The Company believes that each Non-Owned Medical Group receives the management and administrative services each day and has concluded that an output method is appropriate for recognizing administrative services fee revenue.

Administrative fees are reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for the provision of administration and management services to the Non-Owned Medical Groups. In addition, certain of our MSAs include rebates to the customers in the event that certain conditions occur. The Company estimates the transaction price using the most likely amount methodology and amounts are included in the net transaction price to the extent that it is probable that a significant reversal will not occur once any uncertainty associated with the variable consideration is subsequently resolved. The Company reduces the amount of FFS – administrative services revenue by the amount of any rebates earned by its customers. No rebates have been earned for years ended December 31, 2021, 2020 and 2019.

VBC Revenue

The Company’s VBC business consists of its clinically integrated network and ACOs which bring together independent physician practices within our medical groups to focus on sharing data, improving care coordination, and collaborating on initiatives to improve outcomes and lower healthcare spending. The Company has contracts with the U.S. federal government and large payer organizations that are multi-year in nature typically ranging from three to five years and is paid as follows: (1) Care management fees on a per member per month basis and (2) on a shared savings basis.

Care management

Under the PMPM basis, the Company is paid a PMPM rate for each covered individual who is attributed by the payer to the Company (“attributed members”). The Company records revenue in the month for which the PMPM rate applies and the member was attributed. The PMPM rate is based on a predetermined monthly contractual rate for each attributed member regardless of the volume of care coordination services provided under the contracts with the payers. The PMPM rate varies based on payer and product.

Revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for the provision of care coordination services to its population of attributed members. The Company’s contracts with payers have a single performance obligation that consists of a series of services for the provision of care coordination services for the population of attributed members for the duration of the contract. The transaction price for the contracts is entirely variable, as it is primarily based on a PMPM rate on monthly attributed membership, which can fluctuate during the life of the contract.

The majority of the Company’s net PMPM transaction price relates specifically to its efforts to transfer the service for a distinct increment of the series and is recognized as revenue in the month in which attributed members are entitled to care coordination services.

Shared Savings

Under the shared savings basis, the Company is offered financial incentives to increase their accountability for the cost, quality and efficiency of the care provided to the population of attributed members. The Company is paid the financial incentives when, for a given twelve-month measurement period, their performance on quality of care and utilization meets or exceeds the standards set by the payers as outlined in the contracts and when savings are achieved for medical costs associated with the population of attributed members. The payers analyze the activities during the measurement period using the agreed upon benchmarks, metrics and performance criteria to determine the appropriate payments to the Company.

The Company estimates the transaction price by analyzing the activities during the relevant time period in contemplation of the agreed upon benchmarks, metrics, performance criteria, and attribution criteria based on those and any other contractually defined factors. Revenue is not recorded until the price can be estimated by the Company and to the extent that it is probable that a significant reversal will not occur once any uncertainty associated with the variable consideration is subsequently resolved. Revenue is recorded during the period when the services were provided during a pre-set twelve-month annual measurement period.

Other Revenue

The remainder of our revenue is derived from leveraging our existing base of providers and patients to deliver value-oriented services such as concierge services, virtual visits, virtual scribes and coding, clinical trials, behavioral health management, and partnerships with self-insured employers to offer direct primary care to their employees. CARES Act funds received have been recorded within other revenue on the statement of operation through December 31, 2020.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, other receivables, accounts payable, and note payable. The Company considers the carrying values of cash and cash equivalents, accounts receivable, other receivables, accounts payable, notes payable to related parties and note payable to be indicative of their respective fair values. The carrying amount for notes payable is deemed to approximate fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three level hierarchy for fair value measurements exists based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

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

Level 2—inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

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

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s financial instruments are considered Level 1 assets and liabilities, with the exception of note payable which is considered Level 2.

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 consolidated financial statements include all assets, liabilities, revenues, and expenses of less-than-100%-owned affiliates where the Company has a controlling financial interest. The Company has separately reflected net income attributable to the non-controlling interests in net income in the consolidated statements of operations.

Income Taxes

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires that income tax accounts be computed using the asset and liability method. Deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Should the Company determine that it is more likely than not that some portion or all of its deferred tax assets will not be realized, a valuation allowance to the deferred tax assets would be established in the period such determination was made. State corporate taxes were calculated based on a blended rate calculated based on the Company’s allocation and apportionment to the states. Calculation under the blended rate does not result in a material difference.

ASC 740 requires an entity to recognize the financial statement impact of a tax position when it is more likely than not that the position will be sustained upon examination. If the tax position meets the more likely than not recognition threshold, the tax effect is recognized at the largest amount of the benefit that has greater than a fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance for classification, interest and penalties, accounting in interim periods, disclosure, and transition. ASC 740 requires that a liability created for unrecognized tax benefits be presented as a separate liability and not combined with deferred tax liabilities or assets.

At December 31, 2021, and 2020, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized tax benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and in various state jurisdictions. As of December 31, 2021, the periods subject to examination by the Company’s major jurisdictions (federal and various states) are generally for the years December 31, 2018 through December 31, 2020.

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

Beginning January 1, 2021, the Company accounts for its leases in accordance with ASU 2016-2, Leases (Topic 842). The Company evaluates whether a contract is or contains a lease at the inception of the contract. Upon lease commencement, which is defined as the date on which a lessor makes the underlying asset available to the Company for use, the Company classifies the lease as either an operating or finance lease. The Company’s leases primarily consist of operating leases for office space in certain states in which we operate. The Company also has operating leases for equipment, which are not significant.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are measured at the present value of the remaining, fixed lease payments at lease commencement. The Company uses its incremental borrowing rate, adjusted for the effects of collateralization, based on the information available at the later of adoption, inception, or modification in determining the present value of lease payments. Right-of-use assets are measured at an amount equal to the initial lease liability, plus any prepaid lease payments (less any incentives received) and initial direct costs, at the lease commencement date. The Company has elected to account for lease and non-lease components as a single lease component for its facility leases. As a result, the fixed payments that would otherwise be allocated to the non-lease components are accounted for as lease payments and are included in the measurement of the Company’s right-of-use asset and lease liability. Lease expense for lease payments is recognized on a straight-line basis over the lease term in general and administrative expense on the consolidated statements of operations.

The Company does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a short-term lease, the Company evaluates the lease term and the purchase option in the same manner as all other leases.

Physician and Practice Expense

Physician 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 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, stock-based compensation, as well as consulting expenses, travel-related expenses and technology related expenses for the team. Cost of platform excludes depreciation and amortization expense. 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 expenses consist of employee-related expenses, including salaries, stock-based compensation, 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

Corporate, general and administrative expenses include employee-related expenses, including salaries and related costs and stock-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 for the Company are expensed as incurred. Advertising expense was approximately $1.2 million, $0.8 million, $1.0 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Stock-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. Up until April 2021,the estimated

fair value of share-based payments granted to the Company’s employees was 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 10 “Stockholders’ Equity”). The share-based payments granted or modified prior to April 2021 to employees of the Company do not have quoted market prices, and changes in subjective input assumptions can materially affect the fair value estimate. Since April 2021, the Company has estimated the fair value of the options granted to Company’s employees and contractors using the Black-Scholes option-pricing model. Option valuation models require several inputs, such as the expected stock price volatility, the fair value of the stock, the risk free rate, the expected term of the award and the dividend yield. The Company records share-based compensation forfeitures as a reversal of previously recognized compensation expense as the forfeitures occur. For additional details refer to Note 10 “Stockholder Equity.”

Net Income (Loss) per Share Attributable to Common Stockholders

Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net (loss) income attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

The treasury stock method is used to consider the effect of the potentially dilutive stock options. Diluted net (loss) income attributable to common stockholders is computed by adjusting (loss) income attributable to common stockholders to allocate undistributed earnings based on the potential impact of dilutive securities, including outstanding stock options. Diluted net (loss) income per share attributable to common stockholders is computed by dividing the diluted net (loss) income attributable to common stockholders by the weighted average number of common shares outstanding for the period, including common stock equivalents. In periods when the Company has incurred a net loss, options to purchase common stock are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive.

Recently Adopted Accounting Pronouncements

The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as of January 1, 2021 using the modified retrospective transition approach for leases which existed on that date. Prior comparative periods were not adjusted and continue to be reported in accordance with Accounting Standards Codification (“ASC”) Topic 840, Leases. The Company elected the package of practical expedients that permitted the Company not to reassess the Company’s prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight practical expedient. The adoption of the standard resulted in the recognition of operating right-of-use assets of approximately $6.0 million and operating lease liabilities of approximately $11.3 million. Refer to Note 5 “Leases” for additional details. The difference between the operating lease right-of-use assets and operating lease liabilities resulted from the reclassification of deferred rent. Adoption of the standard did not have a material impact on the consolidated statements of operations or cash flows for the year ended December 31, 2021. The Company did not recognize a cumulative-effect adjustment to retained earnings upon adoption.

On January 1, 2021, the Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”), which replaces the incurred loss approach for recognizing credit losses on financial instruments with an expected loss approach. The expected loss approach is subject to management judgments using assessments of incurred credit losses, assessments of current conditions, and forecasts using reasonable and supportable assumptions. The Company adopted the standard using a modified retrospective approach which resulted in no adjustments to the allowance for credit losses and no cumulative-effect adjustment to retained earnings. The Company regularly reviews the adequacy of the allowance for credit losses based on a combination of factors, including historical losses adjusted for current market conditions, the Company's customers' financial condition, delinquency trends, aging behaviors of receivables and credit and liquidity indicators for industry groups, and future market and economic conditions. As of December 31, 2021, the allowance for credit losses was not material.

In December of 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12). ASU 2019-12 eliminates certain exceptions related to the approach for intra period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. The Company completed our evaluation, and note no material impact as a result of the adoption as of December 31, 2021.

Recently Issued Accounting Pronouncements Pending Adoption

In March 2020, FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides temporary relief from some of the existing rules governing contract modifications when the modification is related to the replacement of the London Interbank Offered Rate (“LIBOR”) or other reference rates discontinued as a result of reference rate reform. The ASU specifically provides optional practical expedients for contract modification accounting related to contracts subject to ASC 310, Receivables, ASC 470, Debt, ASC 842, Leases, and ASC 815, Derivatives and Hedging. The ASU also establishes a general contract modification principle that entities can apply in other areas that may be affected by reference rate reform and certain elective hedge accounting expedients. For eligible contract modifications, the principle generally allows an entity to account for and present modifications as an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. That is, the modified contract is accounted for as a continuation of the existing

contract. The standard was effective upon issuance on March 12, 2020, and the optional practical expedients can generally be applied to contract modifications made and hedging relationships entered into on or before December 31, 2022. Borrowings under the Company’s Credit Facilities bear interest based on LIBOR or an alternate rate. Provisions currently provide the Company with the ability to replace LIBOR with a different reference rate in the event that LIBOR ceases to exist.

Revenue Recognition

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

The following table presents our revenues disaggregated by source:


	For the Years Ended December 31,
(Dollars in Thousands)	2021		2020		2019
FFS-patient care	$	772,482	$	647,314	$	676,157
FFS-administrative services	68,805		58,278		48,510
Shared savings	83,016		66,414		39,854
Care management fees (PMPM)	36,503		26,766		18,547
Other revenue	5,414		18,303		3,292
Total Revenue	$	966,220	$	817,075	$	786,360

Fee-for-service (“FFS”) patient care is primarily generated from third-party payers with which the Company has established contractual billing arrangements. The following table presents the approximate percentages by source of net revenue received for healthcare services we provided for the periods indicated:


	For the Years Ended December 31,
	2021		2020		2019
Commercial insurers	69	%	69	%	67	%
Government payers	17	%	17	%	17	%
Patient	14	%	14	%	16	%
	100	%	100	%	100	%

FFS-administrative services revenue is earned through the Company’s MSA with Non-Owned Medical Groups primarily based on a fixed percentage of net collections on patient care generated by those medical groups.

Value Based Care (“VBC”) revenue is generated through per member per month Care management fee (“PMPM”) payments, from payers to provide care coordination services to patients and through shared savings contracts with large commercial payer organizations and the U.S. federal government.

Contract Asset and Liabilities

The Company has the following contract assets and unearned revenue:


(Dollars in Thousands)	December 31, 2021		December 31, 2020
Balances for contracts with customers
Accounts receivable	$	117,402	$	99,118
Unearned revenue	$	404	$	2,759

Remaining Performance Obligations

As our performance obligations relate to contracts with a duration of one year or less, the Company elected the optional exemption in ASC 606-10-50-14(a). Therefore, the Company is not required to disclose the transaction price for the remaining performance obligations at the end of the reporting period or when the Company expects to recognize revenue. The Company has minimal unsatisfied performance obligations at the end of the reporting period as our patients typically are under no obligation to continue receiving services at our facilities.

- Definition

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.

+ References

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
-Paragraph 9
-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
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-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
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-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
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-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
-SubTopic 10
-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

+ Details

Business Combinations

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Business Combinations

Business CombinationsDuring the fourth quarter of 2021, the Company completed several acquisitions to expand operations into new markets. The consideration paid for each of the acquisitions was derived through arm’s length negotiations. Each of the Company’s acquisitions was accounted for using the acquisition method pursuant to the requirements of ASC 805. The results of operations of the acquisitions have been included in the Company’s consolidated financial statements since their respective date of acquisition. Unaudited proforma consolidated financial information for the acquisitions in 2021 have not been included as the results are immaterial individually and in the aggregate.

On October 1, 2021, the Company launched WTX Friendly Medical Group, a physician-owned Medical Group, with WTX Nominee PC, an entity entirely owned by Physician Nominee, owning majority membership interests and having governance and control rights via the governing documents of WTX Friendly Medical Group. Refer to Note 1 “Organization and Summary of Significant Accounting Policies” for additional details regarding governance and controls rights. The Company has a contractual relationship with WTX Nominee PC and its Physician Nominee owner through a Restriction Agreement. WTX Nominee PC owns 67% of interest in WTX Friendly Medical Group.

On October 13, 2021,the Company entered the California market through an affiliation with BASS Medical Group, one of the Greater San Francisco Bay Area’s leading healthcare multi-specialty groups with more than 400 providers spanning 42 specialties caring for patients at over 125 locations. Privia acquired a majority interest in BASS Management Services Organization, LLC, now BASS Privia Management Company of California, LLC (“BPMC”), which is the exclusive provider of management services to BASS Medical Group. BPMC provides management and other administrative services, as well as various other services to medical practices and others. The Company acquired a 51% interest in BPMC.

The purchase price for the 2021 acquisitions has been preliminarily allocated as follows:


(Dollars in thousands)	Total Acquisitions for the Year Ended December 31, 2021
Cash paid, net of cash acquired	$	32,228
Contingent payables	2,942
Total consideration	$	35,170

Accounts receivable, lease receivable, prepaids, and other current assets	$	4,735
Fixed assets	292
Accounts payable and other current liabilities assumed	(5,378)
Payer contract intangible	2,750
Physician network intangible	1,520
Management services agreement intangible	50,800
Goodwill	9,275
Fair value of non-controlling interests	(28,824)
Total acquired net assets	$	35,170

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

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 Company recognizes the excess of the purchase price, plus the fair value of any non-controlling interests in the acquiree, over the fair value of identifiable net assets acquired as goodwill. The Company performs a qualitative assessment on goodwill at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. If it is determined in the qualitative assessment that the fair value of a reporting unit is more likely than not below its carrying amount, then the Company will perform a quantitative impairment test. The quantitative goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. Any excess in the carrying value of a reporting unit’s goodwill over its fair value is recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit. The Company’s carrying value of goodwill at December 31, 2021 and 2020 is $127.9 million and $118.7 million, respectively. No indicators of impairment were identified during the years ended December 31, 2021, 2020, and 2019.

During the fourth quarter of 2021, Privia entered into two new markets resulting in the recording of goodwill. We launched PMG West Texas (“WTX Friendly Medical Group”). Additionally, during the fourth quarter of 2021, we entered the California market through the acquisition of BASS Privia Management Company of California, LLC (“BPMC”), the exclusive provider of management services to BASS Medical Group, Privia acquired 51% ownership in BPMC, which provides management and other administrative services to BASS Medical Group. During the year ended December 31, 2021 the company recognized goodwill with a value of $9.3

million in connection with the WTX Friendly Medical Group and BPMC acquisitions, which represented the excess of the purchase price over the fair value of the net assets acquired.

Goodwill balances at December 31, 2021 and 2020 was as follows:


(Dollars in thousands)
Balance as of December 31, 2020	$	118,663
Goodwill recorded for WTX Friendly Medical Group and BPMC acquisitions	9,275
Balance as of December 31, 2021	$	127,938

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


	December 31, 2021				December 31, 2020
(Dollars in thousands)	Intangible Assets		Accumulated Amortization		Intangible Assets		Accumulated Amortization
Trade names	$	4,600	$	1,689	$	4,600	$	1,457
Consumer customer relationships	2,500		1,835		2,500		1,583
PMG customer relationships	600		184		600		158
Management Service Agreement (Complete MD)	2,200		860		2,200		722
Physician network	1,520		26		—		—
Payer contracts	2,750		33		—		—
Management Service Agreement (BPMC)	50,800		605		—		—
	64,970		$	5,232	9,900		$	3,920
Less accumulated amortization	(5,232)				(3,920)
Intangible assets, net	$	59,738			$	5,980

The remaining weighted average life of all amortizable intangible assets is approximately 18.92 years at December 31, 2021.

Amortization expense for intangible assets was approximately $1.3 million for the year ended December 31, 2021 and $0.6 million for the years ended December 31, 2020 and 2019, respectively.

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


	(Dollars in Thousands)
2022	$	3,293
2023	3,293
2024	3,210
2025	3,043
2026	3,043
Thereafter	43,856
Total	$	59,738

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

The Company leases office space under various operating lease agreements. The initial terms of these leases range from 2 to 9 years and generally provide for periodic rent increases and renewal options. The difference between the operating lease right-of-use assets and operating lease liabilities resulted from the reclassification of deferred rent and lease incentives, previously included in other-non-current liabilities, of $5.3 million to operating right-of-use assets.

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


(Dollars in Thousands)	For the Year Ended December 31, 2021
Operating lease cost	$	2,116

Cash paid for amounts included in the measurement of lease liabilities - operating leases	$	2,316
Weighted-average remaining lease term - operating leases	5.1 Years
Weighted-average discount rate - operating leases	3.5		%

The aggregate future lease payments for operating leases in the years subsequent to December 31, 2021 are as follows:


(Dollars in Thousands)
2022	$	2,893
2023	2,962
2024	2,996
2025	2,980
2026	2,173
Thereafter	1,231
Total future lease payments	15,235
Imputed interest	(1,145)
Total	$	14,090

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

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


(Dollars in Thousands)	December 31, 2021		December 31, 2020
Furniture and fixtures	$	1,110	$	1,073
Computer equipment	1,864		1,051
Leasehold improvements	4,827		4,863
	7,801		6,987
Less accumulated depreciation and amortization	(3,299)		(2,173)
Property and equipment, net	$	4,502	$	4,814

Account Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Account Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:


(Dollars in Thousands)	December 31, 2021		December 31, 2020
Accounts payable	$	2,973	$	5,235
Accrued employee compensation and benefits	$	7,491	$	6,167
Bonuses payable	12,292		10,418
Other accrued expenses	23,229		17,432
Total accounts payable and accrued expenses	$	45,985	$	39,252

Note Payable

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Note Payable

The Company’s Credit Facilities consists of the following:


(Dollars in Thousands)	December 31, 2021		December 31, 2020
Note payable	$	33,250	$	34,125
Less debt issuance costs	(687)		(466)
Less current portion	(875)		(875)
Note payable, net	$	31,688	$	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 December 31, 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 December 31, 2021, the Company had $33.3 million in principal amount of indebtedness outstanding under the Term Loan Facility. As of December 31, 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 December 31, 2021 and 2020 there were no amounts outstanding under the Revolving Loan Facility.

Interest expense relating to the Credit Facilities was approximately $1.1 million, $1.9 million and $4.0 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Debt issuance costs relating to the Credit Facilities of approximately $0.7 million have been capitalized and are being amortized over the life of the Credit Facilities using the effective interest method. Amortization expense of approximately $0.2 million, $0.1 million and $0.3 million was recorded for the years ended December 31, 2021, 2020 and 2019, 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 December 31, 2021 are as follows:


(Dollars in Thousands)
2022	$	875
2023	875
2024	1,313
2025	1,750
2026	28,437
Thereafter	—
Total	$	33,250

- Definition

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.

+ References

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-Publisher FASB
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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

The (benefit from) provision for income taxes for years ending December 31, 2021, 2020 and 2019 are as follows:


	December 31,
(Dollars in Thousands)	2021		2020		2019
Current:
Federal	$	—	$	—	$	—
State and Local	345		363		492
Total current	345		363		492

Deferred:
Federal	(23,650)		(6,440)		546
State and Local	(4,552)		(1,364)		169
Total deferred	(28,202)		(7,804)		715
Total (benefit from) provision for incomes taxes	$	(27,857)	$	(7,441)	$	1,207

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, 2021 and 2020 are as follows:


(Dollars in Thousands)	December 31, 2021		December 31, 2020
Deferred tax assets
Net operating loss carryforwards	$	10,911	$	9,758
Stock compensation	28,767		657
Lease liability	2,416		—
Other accruals	545		531
Total gross tax assets	42,639		10,946
Less: valuation allowance	—		—
Total deferred tax assets	42,639		10,946

Deferred tax liabilities
Fixed and intangible assets	(7,980)		(5,993)
Right-of-use asset	(1,295)		—
Total deferred tax liabilities	(9,275)		(5,993)
Deferred tax assets, net	$	33,364	4,953

For the years ended December 31, 2021 and 2020, the Company completed an assessment of the likelihood of realizing all or some portion of its net deferred tax assets. Based on an analysis of the positive and negative evidence, the Company 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 a result of consistent profitability excluding non-recurring stock compensation charges in connection with the Company's IPO. As such, no valuation allowance was recorded in either year. As of December 31, 2021, the Company has generated federal and state net operating loss carryforwards of approximately $45.5 million and $27.0 million (post-apportioned state NOL) respectively, that begin to expire in 2034.

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


	Amount						Percent
	December 31,						December 31,
(Dollars in Thousands)	2021		2020		2019		2021		2020		2019
Tax (benefit) provision computed at Federal statutory income tax rate	$	(45,806)	$	4,927	$	1,922	21.0	%	21.0	%	21.0	%
Stock compensation	21,399		—		124		(9.8)		—		1.4
State tax expense, net of Federal benefit	(4,280)		1,426		901		2.0		6.1		9.8
Change in valuation allowance	—		(13,710)		(2,125)		—		(58.4)		(23.2)
Rate change	10		(56)		—		—		(0.2)		—
Other	820		(28)		385		(0.4)		(0.1)		4.2
(Benefit from) provision for income taxes	$	(27,857)	$	(7,441)	$	1,207	12.8	%	(31.6)	%	13.2	%

The stock compensation impacting the income tax provision are primarily attributable to stock-based compensation expense that is not deductible under Section 162(m) offset by tax deductible stock based compensation.

The 2021, 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 Company assesses the uncertainty in its income tax positions to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For the tax position meeting the more-likely-than-not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon the ultimate settlement with the relevant taxing authority. As of December 31, 2021 and 2020, the Company had not recorded any reserves for uncertain tax positions or related interest and penalties.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stockholders’ Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

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. The securities issued to the Investor in the Private Placement were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

Stock option plan

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

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

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

On April 1, 2021, contingent on the consummation of the IPO, the Board of Directors approved a modification to the PH Group Parent Corp. Stock Option Plan of the vesting conditions of certain outstanding stock option grants to certain employees and consultants. The modification accelerated by one year any time vested options that were not previously 100% vested and modified the vesting condition of the performance based options to vest 60% at IPO, 20% 12 months after IPO and 20% 18 months after the IPO. The modification also accelerated the CEO’s time based options by an additional four months such that 100% of his time based options are vested. We recognized stock-based compensation of $195.1 million in the second quarter of 2021 related to these modifications.

On April 6, 2021, the Company approved the Privia Health Group, Inc. 2021 Omnibus Incentive Plan (the “Plan”) which permits awards up to 10,278,581 shares of the Company’s common stock. The Plan also allows for an automatic increase on the first day of each fiscal year following the effective date of the Plan by an amount equal to the lesser of (i) 5% of outstanding shares on December 31 of the immediately preceding fiscal year or (ii) such number of shares as determined by the Company’s Compensation Committee in its discretion. The Plan provides for the granting of stock options at a price equal to at least 100% of the fair market value of the Company’s common stock as of the date of grant. The Plan also provides for the granting of Stock Appreciation Rights, Restricted

Stock, Restricted Stock Units (“RSUs”), Performance Awards and other cash-based or other stock-based awards, all which must be granted at not less than the fair market value of the Company’s common stock as of the date of grant. Participants in the Plan may include employees, consultants, other service providers and non-employee directors. On the effective date of the IPO, the Company issued 1,183,871 restricted stock units at the offering price and 3,683,217 options, with an exercise price equal to the offering price. These issuances are expected to generate stock-based compensation expense of $62.3 million to be recognized over the next four years starting on the effective date of the IPO as both the restricted stock units and stock options vest. The 2021 Plan is intended as the successor to and continuation of the PH Parent Option Plan. No additional stock awards will be granted under the PH Parent Option Plan.

2021 Employee Stock Purchase Plan

In April 2021, the Company’s Board of Directors approved the Company’s 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP became effective upon the execution of the underwriting agreement for the Company’s IPO in April 2021. Per the Plan, shares may be newly issued shares, treasury shares or shares acquired on the open market. The Compensation Committee may elect to increase the total number of Shares available for purchase under the Plan as of the first day of each Company fiscal year following the Effective Date in an amount equal to up to one percent (1%) of the shares issued and outstanding on the immediately preceding December 31; provided that the maximum number of shares that may be issued under the Plan in any event shall be 10,278,581 shares. As of the IPO, the Company has reserved 1,027,858 shares of common stock for issuance under the 2021 ESPP. As of December 31, 2021, no shares of been issued under this plan.

Stock option activity

For the Options granted under the 2021 Omnibus Incentive Plan, Privia used a Black-Scholes option pricing model to determine the fair value. Option valuation models require several inputs, such as the expected stock price volatility, the fair value of the stock, the risk free rate, the expected term of the award and the dividend yield. Below outlines the assumptions used in the Black-Scholes modeling and calculation of the option fair value.

•Volatility - We determine volatility based on the historical stock volatilities of a group of publicly listed guideline companies over a period equal to the expected terms of the options, as we do not have sufficient trading history to determine the volatility of our common stock.

•Fair value of common stock - Prior to our IPO in April 2021, we estimated the fair value of our common stock using various valuation methodologies, including valuation analyses performed by third-party valuation firms. After the IPO, we used the publicly quoted price as the fair value of our common stock.

•Risk-free interest rate - We base the risk-free interest rate used in the Black-Scholes option-pricing model on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent expected term of the options for each option group.

•Expected term - The expected term represents the period that our stock-based awards are expected to be outstanding. The expected term assumption is based on the simplified method in which the expected term is equal to the average of the stock-based award’s weighted-average vesting period and its contractual term. We expect to continue using the simplified method until sufficient information about historical behavior is available.

•Dividend yield - We have not declared or paid any cash dividend and do not currently plan to pay a cash dividend in the foreseeable future. Consequently, we used an expected dividend yield of zero.

The post-IPO grant date fair value was based on the assumptions of risk free rate of 1.24%, volatility of 40.16%, and 6.5 years expected term.

The following table summarizes stock option activity under the PH Parent Option Plan and Plan:


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2021	18,300,959	$	2.01	7.82	$	—
Granted	3,753,317	23.15
Exercised	(1,935,302)	2.02
Forfeited	(202,772)	10.87
Balance at December 31, 2021	19,916,202	$	5.90	9.36	$	398,117
Exercisable at December 31, 2021	10,826,434	$	2.01	9.08	$	258,296

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	(18,762)	23.00
Unvested and outstanding at December 31, 2021	984,901	$	23.23

Stock-based compensation expense

Total stock-based compensation expense was approximately $253.5 million, $0.5 million and $0.2 million for the years ended December 31, 2021 2020, 2019 respectively. A tax benefit of approximately $7.1 million for the year ended December 31, 2021 and $0.0 million for the years ended December 2020 and 2019, respectively, was included in the Company’s net operating loss carry-forward that could potentially reduce future tax liabilities. At December 31, 2021, there was approximately $93.2 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. As of December 31, 2021, the total intrinsic value of options exercised and the total fair value of shares vested for the 2021 period was approximately $51.7 million and $174.6 million, respectively.

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


	For the Years Ended December 31,
(Dollars in Thousands)	2021		2020		2019
Cost of platform	$	43,888	$	—	$	—
Sales and marketing	8,944		—		—
General and administrative	200,699		484		207
Total stock-based compensation	$	253,531	$	484	$	207

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2021
Retirement Benefits [Abstract]
Employee Benefit Plans	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 2021, 2020 and 2019. The Company made contributions of approximately $2.3 million, $2.4 million and $2.0 million for the years ended December 31, 2021, 2020 and 2019, respectively, recorded within cost of platform, sales and marketing and general and administrative expenses in the accompanying consolidated statements of operations.

Related-Party Transactions	12 Months Ended
Related-Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related-Party Transactions	Related-Party Transactions On October 31, 2020, $4.0 million of related party receivables was used to repay $4.0 million of the Notes payable to related parties, leaving $4.7 million of Notes payable to related parties. The Company paid interest of $0.2 million through October 31, 2020. In addition, on December 22, 2020, the remaining $4.7 million of Notes payable to related parties were converted to a capital contribution, leaving no remaining Notes payable to related parties outstanding as of December 31, 2020.

Commitment and Contingencies	12 Months Ended
Commitment and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies There are no material commitments and contingencies as of December 31, 2021 and 2020.

Concentrations of Credit Risk	12 Months Ended
Concentrations of Credit Risk	Dec. 31, 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, 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 75%, 75% and 74% for the twelve month periods ended December 31, 2021, 2020, and 2019 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, 2021 and 2020, the Company had six payers within the network that made up approximately 68% and 70% of accounts receivable, respectively.

Net (Loss) Income Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

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 Years Ended December 31,
(in thousands, except for share and per share amounts)	2021		2020		2019
Net (loss) income attributable to Privia Health Group, Inc. common stockholders	$	(188,230)	$	31,244	$	8,244
Weighted average common shares outstanding - basic and diluted	102,952,370		95,950,062		95,931,549


Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic and diluted	$	(1.83)	$	0.33	$	0.09

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


	For the Years Ended December 31,
	2021	2020	2019
Potentially dilutive stock options and RSUs to purchase common shares	20,901,103	18,300,959	17,647,833
Total potentially dilutive shares	20,901,103	18,300,959	17,647,833

Segment Financial Information	12 Months Ended
Segment Financial Information	Dec. 31, 2021
Segment Reporting [Abstract]
Segment Financial Information	Segment Financial Information The Company determined in accordance with ASC Topic 280, Segment Reporting (“ASC 280”), that the Company operates in and reports as a single operating segment, which is to care for its patients’ needs. Operating segments are identified as components of an enterprise where separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, who reviews financial operating results on a regular basis for the purpose of allocating resources and evaluating financial performance. The Company defines its CODM as its Chief Executive Officer, who regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. Although the Company derives its revenues from a number of different geographic regions, the Company neither allocates resources based on the operating results from the individual regions, nor manages each individual region as a separate business unit. The Company’s CODM manages the operations on a consolidated basis to make decisions about overall corporate resource allocation and to assess overall corporate profitability. As of December 31, 2021 and 2020, all of the Company’s long-lived assets were located in the United States.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 32
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Organization and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Consolidation

All significant intercompany transactions are eliminated in consolidation.

Variable Interest Entities

The Company, however, does meet the criteria for consolidation of the Nominee PCs and the Friendly Medical Groups based on the discussion above.

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, stock-based compensation, estimated useful lives of assets, intangible assets subject to amortization, and the computation of income taxes. Future events and their effects cannot be predicted with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. Management evaluates and updates assumptions and estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

Operating Segments

Operating Segments The Company determined in accordance with ASC 280, Segment Reporting (“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 16 “Segment Financial Information” for additional information concerning the Company’s services.

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

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 MSA 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

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 consisting of leasehold improvements, furniture, computers and office equipment.

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.

Business Combination

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, 2021 or 2020.

Goodwill

Goodwill Goodwill represents the excess of the purchase price, plus the fair value of any non-controlling interests in the acquiree, over the fair value of identifiable net assets acquired. The Company performs a qualitative assessment on goodwill at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. If it is determined in the qualitative assessment that the fair value of a reporting unit is more likely than not below its carrying amount, then the Company will perform a quantitative impairment test. The quantitative goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. Any excess in the carrying value of a reporting unit’s goodwill over its fair value is recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit. The Company completes a single assessment of Goodwill as it has one reporting unit.

Intangible Assets, net


Trade names			20 years
Consumer customer relationships			10 years
FFS customer relationships			24 years
Management Service Agreement (Complete MD)			16 years
Physician network			15 years
Payer contracts			21 years
Management Service Agreement (BPMC)			21 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).

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 consolidated financial statements include all assets, liabilities, revenues, and expenses of less-than-100%-owned affiliates where the Company has a controlling financial interest. The Company has separately reflected net income attributable to the non-controlling interests in net income in the consolidated statements of operations.

Income Taxes

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

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, stock-based compensation, as well as consulting expenses, travel-related expenses and technology related expenses for the team. Cost of platform excludes depreciation and amortization expense. 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, stock-based compensation, 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 stock-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.

Stock-Based Compensation

Net Income (Loss) per Share Attributable to Common Stockholders

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Pending Adoption

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Pending Adoption

Organization and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Finite-Lived Intangible Assets


Trade names			20 years
Consumer customer relationships			10 years
FFS customer relationships			24 years
Management Service Agreement (Complete MD)			16 years
Physician network			15 years
Payer contracts			21 years
Management Service Agreement (BPMC)			21 years

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


	December 31, 2021				December 31, 2020
(Dollars in thousands)	Intangible Assets		Accumulated Amortization		Intangible Assets		Accumulated Amortization
Trade names	$	4,600	$	1,689	$	4,600	$	1,457
Consumer customer relationships	2,500		1,835		2,500		1,583
PMG customer relationships	600		184		600		158
Management Service Agreement (Complete MD)	2,200		860		2,200		722
Physician network	1,520		26		—		—
Payer contracts	2,750		33		—		—
Management Service Agreement (BPMC)	50,800		605		—		—
	64,970		$	5,232	9,900		$	3,920
Less accumulated amortization	(5,232)				(3,920)
Intangible assets, net	$	59,738			$	5,980

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Disaggregation

The following table presents our revenues disaggregated by source:


	For the Years Ended December 31,
(Dollars in Thousands)	2021		2020		2019
FFS-patient care	$	772,482	$	647,314	$	676,157
FFS-administrative services	68,805		58,278		48,510
Shared savings	83,016		66,414		39,854
Care management fees (PMPM)	36,503		26,766		18,547
Other revenue	5,414		18,303		3,292
Total Revenue	$	966,220	$	817,075	$	786,360

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


	For the Years Ended December 31,
	2021		2020		2019
Commercial insurers	69	%	69	%	67	%
Government payers	17	%	17	%	17	%
Patient	14	%	14	%	16	%
	100	%	100	%	100	%

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

The Company has the following contract assets and unearned revenue:


(Dollars in Thousands)	December 31, 2021		December 31, 2020
Balances for contracts with customers
Accounts receivable	$	117,402	$	99,118
Unearned revenue	$	404	$	2,759

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The purchase price for the 2021 acquisitions has been preliminarily allocated as follows:


(Dollars in thousands)	Total Acquisitions for the Year Ended December 31, 2021
Cash paid, net of cash acquired	$	32,228
Contingent payables	2,942
Total consideration	$	35,170

Accounts receivable, lease receivable, prepaids, and other current assets	$	4,735
Fixed assets	292
Accounts payable and other current liabilities assumed	(5,378)
Payer contract intangible	2,750
Physician network intangible	1,520
Management services agreement intangible	50,800
Goodwill	9,275
Fair value of non-controlling interests	(28,824)
Total acquired net assets	$	35,170

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Goodwill balances at December 31, 2021 and 2020 was as follows:


(Dollars in thousands)
Balance as of December 31, 2020	$	118,663
Goodwill recorded for WTX Friendly Medical Group and BPMC acquisitions	9,275
Balance as of December 31, 2021	$	127,938

Schedule of Finite-Lived Intangible Assets


Trade names			20 years
Consumer customer relationships			10 years
FFS customer relationships			24 years
Management Service Agreement (Complete MD)			16 years
Physician network			15 years
Payer contracts			21 years
Management Service Agreement (BPMC)			21 years

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


	December 31, 2021				December 31, 2020
(Dollars in thousands)	Intangible Assets		Accumulated Amortization		Intangible Assets		Accumulated Amortization
Trade names	$	4,600	$	1,689	$	4,600	$	1,457
Consumer customer relationships	2,500		1,835		2,500		1,583
PMG customer relationships	600		184		600		158
Management Service Agreement (Complete MD)	2,200		860		2,200		722
Physician network	1,520		26		—		—
Payer contracts	2,750		33		—		—
Management Service Agreement (BPMC)	50,800		605		—		—
	64,970		$	5,232	9,900		$	3,920
Less accumulated amortization	(5,232)				(3,920)
Intangible assets, net	$	59,738			$	5,980

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

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


	(Dollars in Thousands)
2022	$	3,293
2023	3,293
2024	3,210
2025	3,043
2026	3,043
Thereafter	43,856
Total	$	59,738

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of Components of Lease Expense

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


(Dollars in Thousands)	For the Year Ended December 31, 2021
Operating lease cost	$	2,116

Cash paid for amounts included in the measurement of lease liabilities - operating leases	$	2,316
Weighted-average remaining lease term - operating leases	5.1 Years
Weighted-average discount rate - operating leases	3.5		%

Schedule of Operating Lease Future Payments

The aggregate future lease payments for operating leases in the years subsequent to December 31, 2021 are as follows:


(Dollars in Thousands)
2022	$	2,893
2023	2,962
2024	2,996
2025	2,980
2026	2,173
Thereafter	1,231
Total future lease payments	15,235
Imputed interest	(1,145)
Total	$	14,090

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

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


(Dollars in Thousands)	December 31, 2021		December 31, 2020
Furniture and fixtures	$	1,110	$	1,073
Computer equipment	1,864		1,051
Leasehold improvements	4,827		4,863
	7,801		6,987
Less accumulated depreciation and amortization	(3,299)		(2,173)
Property and equipment, net	$	4,502	$	4,814

Account Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:


(Dollars in Thousands)	December 31, 2021		December 31, 2020
Accounts payable	$	2,973	$	5,235
Accrued employee compensation and benefits	$	7,491	$	6,167
Bonuses payable	12,292		10,418
Other accrued expenses	23,229		17,432
Total accounts payable and accrued expenses	$	45,985	$	39,252

Note Payable (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Debt

The Company’s Credit Facilities consists of the following:


(Dollars in Thousands)	December 31, 2021		December 31, 2020
Note payable	$	33,250	$	34,125
Less debt issuance costs	(687)		(466)
Less current portion	(875)		(875)
Note payable, net	$	31,688	$	32,784

Schedule of Maturities of Long-term Debt

Annual aggregate principal payments applicable to the note payable for years subsequent to December 31, 2021 are as follows:


(Dollars in Thousands)
2022	$	875
2023	875
2024	1,313
2025	1,750
2026	28,437
Thereafter	—
Total	$	33,250

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of (Benefit From) Provision For Income Taxes

The (benefit from) provision for income taxes for years ending December 31, 2021, 2020 and 2019 are as follows:


	December 31,
(Dollars in Thousands)	2021		2020		2019
Current:
Federal	$	—	$	—	$	—
State and Local	345		363		492
Total current	345		363		492

Deferred:
Federal	(23,650)		(6,440)		546
State and Local	(4,552)		(1,364)		169
Total deferred	(28,202)		(7,804)		715
Total (benefit from) provision for incomes taxes	$	(27,857)	$	(7,441)	$	1,207

Schedule of Deferred Tax Assets and Liabilities


(Dollars in Thousands)	December 31, 2021		December 31, 2020
Deferred tax assets
Net operating loss carryforwards	$	10,911	$	9,758
Stock compensation	28,767		657
Lease liability	2,416		—
Other accruals	545		531
Total gross tax assets	42,639		10,946
Less: valuation allowance	—		—
Total deferred tax assets	42,639		10,946

Deferred tax liabilities
Fixed and intangible assets	(7,980)		(5,993)
Right-of-use asset	(1,295)		—
Total deferred tax liabilities	(9,275)		(5,993)
Deferred tax assets, net	$	33,364	4,953

Schedule of Effective Income Tax Rate Reconciliation

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


	Amount						Percent
	December 31,						December 31,
(Dollars in Thousands)	2021		2020		2019		2021		2020		2019
Tax (benefit) provision computed at Federal statutory income tax rate	$	(45,806)	$	4,927	$	1,922	21.0	%	21.0	%	21.0	%
Stock compensation	21,399		—		124		(9.8)		—		1.4
State tax expense, net of Federal benefit	(4,280)		1,426		901		2.0		6.1		9.8
Change in valuation allowance	—		(13,710)		(2,125)		—		(58.4)		(23.2)
Rate change	10		(56)		—		—		(0.2)		—
Other	820		(28)		385		(0.4)		(0.1)		4.2
(Benefit from) provision for income taxes	$	(27,857)	$	(7,441)	$	1,207	12.8	%	(31.6)	%	13.2	%

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of Stock Option, Activity

The following table summarizes stock option activity under the PH Parent Option Plan and Plan:


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2021	18,300,959	$	2.01	7.82	$	—
Granted	3,753,317	23.15
Exercised	(1,935,302)	2.02
Forfeited	(202,772)	10.87
Balance at December 31, 2021	19,916,202	$	5.90	9.36	$	398,117
Exercisable at December 31, 2021	10,826,434	$	2.01	9.08	$	258,296

Schedule of Restricted Stock Unit, Activity

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


	Number of Shares	Grant Date Fair Value
Unvested and outstanding at December 31, 2020	—	$	—
Granted	1,199,315	23.19
Vested	(195,652)	23.00
Forfeited	(18,762)	23.00
Unvested and outstanding at December 31, 2021	984,901	$	23.23

Schedule of Share-Based Compensation Expense

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


	For the Years Ended December 31,
(Dollars in Thousands)	2021		2020		2019
Cost of platform	$	43,888	$	—	$	—
Sales and marketing	8,944		—		—
General and administrative	200,699		484		207
Total stock-based compensation	$	253,531	$	484	$	207

Net (Loss) Income Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of 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 Years Ended December 31,
(in thousands, except for share and per share amounts)	2021		2020		2019
Net (loss) income attributable to Privia Health Group, Inc. common stockholders	$	(188,230)	$	31,244	$	8,244
Weighted average common shares outstanding - basic and diluted	102,952,370		95,950,062		95,931,549


Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic and diluted	$	(1.83)	$	0.33	$	0.09

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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


	For the Years Ended December 31,
	2021	2020	2019
Potentially dilutive stock options and RSUs to purchase common shares	20,901,103	18,300,959	17,647,833
Total potentially dilutive shares	20,901,103	18,300,959	17,647,833

Organization and Summary of Significant Accounting Policies - Narrative (Details)		12 Months Ended
	May 03, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) market group company segment $ / shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($)	Oct. 13, 2021 provider specialty location	Oct. 01, 2021	Jan. 01, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Number of markets in which entity operates \| market		8
Number of types of medical groups \| group		3
MSO, ownership percentage		100.00%
Number of MSOs where the company is at least the majority owner \| company		4
Common stock, par value (in dollars per share) \| $ / shares	$ 0.01	$ 0.01	$ 0.01
Price per share (in dollars per share) \| $ / shares	$ 23.00
Number of Reporting Units \| segment		1
Current assets		$ 446,676,000	$ 190,084,000
Current liabilities		190,461,000	146,938,000
Revenue		966,220,000	817,075,000	$ 786,360,000
Total operating expenses		$ 1,183,656,000	791,695,000	770,298,000
Number of operating segments \| segment		1
Number of reportable segments \| segment		1
Social security taxes repayment deferral period		2 years
Social Security tax repayment percent, remainder of fiscal year		50.00%
Social Security tax repayment percent, year one		50.00%
Social Security taxes payable		$ 800,000
Grants received		800,000	13,300,000
Impairment loss		0	0	0
Impairment of intangible assets (excluding goodwill)		0	0	0
Advertising expense		1,200,000	800,000	$ 1,000,000
Right-of-use asset		9,634,000	$ 0				$ 5,300,000
Operating lease liability		$ 14,090,000
BPMC
Subsidiary, Sale of Stock [Line Items]
Number of providers acquired \| provider					400
Number of specialties \| specialty					42
Number of location \| location					125
Percentage of voting interests acquired					51.00%
Non-Owned Medical Groups
Subsidiary, Sale of Stock [Line Items]
Ownership percent		100.00%
WTX Friendly Medical Group
Subsidiary, Sale of Stock [Line Items]
Ownership percent						67.00%
Variable Interest Entity, Primary Beneficiary \| PMG West Texas And PMG-TN
Subsidiary, Sale of Stock [Line Items]
Current assets		$ 4,200,000
Current liabilities		4,200,000
Revenue		5,800,000
Total operating expenses		$ 5,800,000
ASU 2016-02
Subsidiary, Sale of Stock [Line Items]
Right-of-use asset							6,000,000
Operating lease liability							$ 11,300,000
Minimum
Subsidiary, Sale of Stock [Line Items]
Estimated useful life		3 years
Minimum \| Management Services Agreements
Subsidiary, Sale of Stock [Line Items]
Revenue, period of recognition		5 years
Minimum \| Government contract
Subsidiary, Sale of Stock [Line Items]
Revenue, period of recognition		3 years
Maximum
Subsidiary, Sale of Stock [Line Items]
Estimated useful life		7 years
Maximum \| Management Services Agreements
Subsidiary, Sale of Stock [Line Items]
Revenue, period of recognition		20 years
Maximum \| Government contract
Subsidiary, Sale of Stock [Line Items]
Revenue, period of recognition		5 years
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
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction \| shares	4,000,000
Consideration received on transaction	$ 92,000,000
Initial Public Offering And Anthem Private Placement
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of stock, gross	223,700,000
Consideration received on transaction	$ 211,000,000

Organization and Summary of Significant Accounting Policies - Finite-Lived Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2021
Trade names
Finite-Lived Intangible Assets [Line Items]
Useful life	20 years
Consumer customer relationships
Finite-Lived Intangible Assets [Line Items]
Useful life	10 years
Consumer customer relationships \| FFS-patient care
Finite-Lived Intangible Assets [Line Items]
Useful life	24 years
Management Services Agreement \| Complete MD
Finite-Lived Intangible Assets [Line Items]
Useful life	16 years
Management Services Agreement \| Business Support
Finite-Lived Intangible Assets [Line Items]
Useful life	21 years
Physician Network \| Abilene
Finite-Lived Intangible Assets [Line Items]
Useful life	15 years
Payer Contracts \| Abilene
Finite-Lived Intangible Assets [Line Items]
Useful life	21 years

Revenue Recognition - Schedule of Revenue Desegregation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 966,220	$ 817,075	$ 786,360
FFS-patient care
Disaggregation of Revenue [Line Items]
Revenue	772,482	647,314	676,157
FFS-administrative services
Disaggregation of Revenue [Line Items]
Revenue	68,805	58,278	48,510
Shared savings
Disaggregation of Revenue [Line Items]
Revenue	83,016	66,414	39,854
Care management fees (PMPM)
Disaggregation of Revenue [Line Items]
Revenue	36,503	26,766	18,547
Other revenue
Disaggregation of Revenue [Line Items]
Revenue	$ 5,414	$ 18,303	$ 3,292

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

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

Revenue Recognition - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Accounts receivable	$ 117,402	$ 99,118
Unearned revenue	$ 404	$ 2,759

Business Combinations - Narrative (Details)	Oct. 13, 2021 provider specialty location	Oct. 01, 2021
WTX Friendly Medical Group
Business Acquisition, Contingent Consideration [Line Items]
Ownership percent		67.00%
BPMC
Business Acquisition, Contingent Consideration [Line Items]
Number of providers acquired \| provider	400
Number of specialties \| specialty	42
Number of location \| location	125
Percentage of voting interests acquired	51.00%

Business Combinations (Details) - USD ($)	12 Months Ended
Business Combinations (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Oct. 13, 2021
Business Acquisition, Contingent Consideration [Line Items]
Cash paid, net of cash acquired	$ 32,228,000	$ 0	$ 0
Goodwill	127,938,000	$ 118,663,000
BPMC
Business Acquisition, Contingent Consideration [Line Items]
Cash paid, net of cash acquired	32,228,000
Contingent payables	2,942,000
Total consideration	$ 35,170,000
Accounts receivable, lease receivable, prepaids, and other current assets				$ 4,735,000
Fixed assets				292,000
Accounts payable and other current liabilities assumed				(5,378,000)
Goodwill				9,275,000
Fair value of non-controlling interests				(28,824,000)
Total acquired net assets				35,170,000
BPMC \| Payer Contracts
Business Acquisition, Contingent Consideration [Line Items]
Intangible assets				2,750,000
BPMC \| Physician Network
Business Acquisition, Contingent Consideration [Line Items]
Intangible assets				1,520,000
BPMC \| Management Services Agreement
Business Acquisition, Contingent Consideration [Line Items]
Intangible assets				$ 50,800,000

Goodwill and Intangible Assets, Net - Narrative (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($) market	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Oct. 13, 2021 USD ($)
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 127,938	$ 127,938	$ 118,663
Number of new markets \| market	2
Goodwill recorded for WTX Friendly Medical Group and BPMC acquisitions		$ 9,275
Amortization period		18 years 11 months 1 day
Intangible amortization expense		$ 1,312	$ 642	$ 643
BPMC
Finite-Lived Intangible Assets [Line Items]
Goodwill					$ 9,275
Percentage of voting interests acquired					51.00%

Goodwill and Intangible Assets, Net - Goodwill (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Goodwill [Roll Forward]
Balance as of December 31, 2020	$ 118,663
Goodwill recorded for WTX Friendly Medical Group and BPMC acquisitions	9,275
Balance as of December 31, 2021	$ 127,938

Goodwill and Intangible Assets, Net - Schedule Of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	$ 64,970	$ 9,900
Less accumulated amortization	(5,232)	(3,920)
Total	59,738	5,980
Trade names
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	4,600	4,600
Less accumulated amortization	(1,689)	(1,457)
Consumer customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	2,500	2,500
Less accumulated amortization	(1,835)	(1,583)
PMG customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	600	600
Less accumulated amortization	(184)	(158)
Physician Network
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	1,520	0
Less accumulated amortization	(26)	0
Payer Contracts
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	2,750	0
Less accumulated amortization	(33)	0
Complete MD \| Management Services Agreement
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	2,200	2,200
Less accumulated amortization	(860)	(722)
MSO \| Management Services Agreement
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	50,800	0
Less accumulated amortization	$ (605)	$ 0

Goodwill and Intangible Assets, Net - Schedule of Amortization Of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 3,293
2023	3,293
2024	3,210
2025	3,043
2026	3,043
Thereafter	43,856
Total	$ 59,738	$ 5,980

Leases - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jan. 01, 2021	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Right-of-use asset	$ 9,634	$ 5,300	$ 0
Office space \| Minimum
Lessee, Lease, Description [Line Items]
Lease term	2 years
Office space \| Maximum
Lessee, Lease, Description [Line Items]
Lease term	9 years

Leases - Components of Lease Expense (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Leases [Abstract]
Operating lease cost	$ 2,116
Cash paid for amounts included in the measurement of lease liabilities - operating leases	$ 2,316
Weighted-average remaining lease term - operating leases	5 years 1 month 6 days
Weighted-average discount rate - operating leases	3.50%

Leases - Schedule Of Future Lease Payment (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
2022	$ 2,893
2023	2,962
2024	2,996
2025	2,980
2026	2,173
Thereafter	1,231
Total future lease payments	15,235
Imputed interest	(1,145)
Total	$ 14,090

Property and Equipment, Net - Schedule of Property Plant And Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 7,801	$ 6,987
Less accumulated depreciation and amortization	(3,299)	(2,173)
Property and equipment, net	4,502	4,814
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment gross	1,110	1,073
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment gross	1,864	1,051
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 4,827	$ 4,863

Account Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accounts payable and accrued expenses	$ 2,973	$ 5,235
Accrued employee compensation and benefits	7,491	6,167
Bonuses payable	12,292	10,418
Other accrued expenses	23,229	17,432
Total accounts payable and accrued expenses	$ 45,985	$ 39,252

Note Payable - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Note payable	$ 33,250
Term Loan
Debt Instrument [Line Items]
Note payable	33,250	$ 34,125
Less debt issuance costs	(687)	(466)
Less current portion	(875)	(875)
Note payable, net	$ 31,688	$ 32,784

Note Payable - Narrative (Details) - USD ($)			1 Months Ended			12 Months Ended
Note Payable - Narrative (Details) - USD ($)	Aug. 27, 2021	Nov. 15, 2019	Sep. 30, 2020	Jul. 31, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Aug. 31, 2021	Aug. 29, 2021	Jul. 17, 2020
Debt Instrument [Line Items]
Note payable						$ 33,250,000
Proceeds from line of credit						0	$ 10,000,000	$ 0
Line of credit payments						0	10,000,000	0
Interest expense						1,100,000	1,900,000	4,000,000
Debt Issuance costs Amortization						$ 200,000	100,000	$ 300,000
Term Loan
Debt Instrument [Line Items]
Amount of loan		$ 35,000,000
Interest rate						3.00%
Proceeds from issuance of long-term debt		$ 35,000,000
Prepayment premium percentage	1.00%
Note payable						$ 33,250,000	34,125,000
Debt issuance costs						687,000	466,000
Term Loan \| On September 30, 2021 and December 31, 2020
Debt Instrument [Line Items]
Amortization percent of original principal amount	0.625%
Term Loan \| After September 30, 2021
Debt Instrument [Line Items]
Amortization percent of original principal amount	1.25%
Term Loan \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread on variable rate		2.00%
Term Loan \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate		1.00%
Line of Credit
Debt Instrument [Line Items]
Debt instrument, percentage of minimum outstanding borrowings	125.00%
Debt instrument, minimum outstanding borrowings	$ 15,000,000
Debt instrument, fixed charge, minimum coverage ratio	125.00%
Debt instrument, fixed charge, maximum leverage ratio	300.00%
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 65,000,000	$ 10,000,000							$ 65,000,000	$ 15,000,000	$ 15,000,000
Proceeds from line of credit					$ 10,000,000
Line of credit payments			$ 5,000,000	$ 5,000,000
Line of credit outstanding						$ 0	$ 0
Line of Credit \| Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 5,000,000	2,000,000
Line of Credit \| Bridge Loan
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 2,000,000
Line of Credit \| London Interbank Offered Rate (LIBOR) \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate					2.50%
Line of Credit \| Base Rate
Debt Instrument [Line Items]
Interest rate floor	1.50%
Line of Credit \| Base Rate \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate					1.50%
Line of Credit \| Eurodollar
Debt Instrument [Line Items]
Interest rate floor	0.50%

Note Payable - Schedule of Maturity of Debt (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
2022	$ 875
2023	875
2024	1,313
2025	1,750
2026	28,437
Thereafter	0
Note payable	$ 33,250

Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal	$ 0	$ 0	$ 0
State and Local	345	363	492
Total current	345	363	492
Deferred:
Federal	(23,650)	(6,440)	546
State and Local	(4,552)	(1,364)	169
Total deferred	(28,202)	(7,804)	715
Total (benefit from) provision for incomes taxes	$ (27,857)	$ (7,441)	$ 1,207

- Definition

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

+ References + Details

Income Taxes - Schedule of Deferred Tax Assets And Liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Net operating loss carryforwards	$ 10,911,000	$ 9,758,000
Stock compensation	28,767,000	657,000
Lease liability	2,416,000	0
Other accruals	545,000	531,000
Total deferred tax assets	42,639,000	10,946,000
Less: valuation allowance	0	0
Total deferred tax assets	42,639,000	10,946,000
Deferred tax liabilities
Fixed and intangible assets	(7,980,000)	(5,993,000)
Right-of-use asset	(1,295,000)	0
Total deferred tax liabilities	(9,275,000)	(5,993,000)
Deferred tax assets, net	$ 33,364,000	$ 4,953,000

Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Valuation allowance	$ 0	$ 0
Net operating loss carryforwards, Federal	45,500,000
Net operating loss carryforwards, State	$ 27,000,000

Income Taxes - Schedule of Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Amount
Tax (benefit) provision computed at Federal statutory income tax rate	$ (45,806)	$ 4,927	$ 1,922
Stock compensation	21,399	0	124
State tax expense, net of Federal benefit	(4,280)	1,426	901
Change in valuation allowance	0	(13,710)	(2,125)
Rate change	10	(56)	0
Other	820	(28)	385
Total (benefit from) provision for incomes taxes	$ (27,857)	$ (7,441)	$ 1,207
Percent
Tax (benefit) provision computed at Federal statutory income tax rate	21.00%	21.00%	21.00%
Stock compensation	(9.80%)	0.00%	1.40%
State tax expense, net of Federal benefit	2.00%	6.10%	9.80%
Change in valuation allowance	0.00%	(58.40%)	(23.20%)
Rate change	0.00%	(0.20%)	0.00%
Other	(0.40%)	(0.10%)	4.20%
(Benefit from) provision for income taxes	12.80%	(31.60%)	13.20%

Stockholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended	12 Months Ended
	May 03, 2021	Apr. 06, 2021	Apr. 01, 2021	Apr. 30, 2021	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Aug. 28, 2018	Jan. 17, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value (in dollars per share)	$ 0.01					$ 0.01	$ 0.01
Price per share (in dollars per share)	$ 23.00
Common stock, shares authorized (in shares)						1,000,000,000	150,000,000
Number of options granted						3,753,317
Unrecognized share-based compensation expense						$ 93,200
Period for recognition						1 year
Common stock, shares issued (in shares)						107,837,741	95,985,817
Fair value assumptions risk free interest rate						1.24%
Fair value assumptions expected volatility						40.16%
Fair value assumptions liquidity						6 years 6 months
Share based payment expense						$ 253,531	$ 484	$ 207
Share based payment expense, tax benefit						7,100	$ 0
Intrinsic value of options exercised						174,600
Fair value of shares vested						$ 51,700
2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in shares)		10,278,581
Award percentage increase		5.00%
Options grant price percent of fair market value of company stock price (at least)		100.00%
Number of options granted		3,683,217
Unrecognized share-based compensation expense		$ 62,300
Period for recognition		4 years
2021 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized				10,278,581
Award percentage of total common stock issued and outstanding (up to)				1.00%
Common stock, shares issued (in shares)				1,027,858		0
Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated vesting, percent			100.00%
At IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated vesting, percent			60.00%
12months after IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated vesting, percent			20.00%
Accelerated vesting, period			12 months
18 months after IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated vesting, percent			20.00%
Accelerated vesting, period			18 months
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized									18,985,846	4,229,850
Period of acceleration			1 year
Accelerated cost					$ 195,100
Options \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of acceleration			4 months
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of instruments granted						1,199,315
Restricted Stock Units (RSUs) \| 2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of instruments granted		1,183,871
Private Placement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued in transaction	4,000,000
Consideration received on transaction	$ 92,000

Stockholders’ Equity - Schedule of Options Activity (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares			18,300,959
Granted (in shares) \| shares			3,753,317
Exercised (in shares) \| shares			(1,935,302)
Forfeited (in shares) \| shares			(202,772)
Ending balance (in shares) \| shares	19,916,202	18,300,959	19,916,202
Exercisable options (in shares) \| shares	10,826,434		10,826,434
Weighted- Average Exercise Price
Beginning balance (in dollars per share) \| $ / shares			$ 2.01
Granted (in dollars per share) \| $ / shares			23.15
Exercised (in dollars per share) \| $ / shares			2.02
Forfeited (in dollars per share) \| $ / shares			10.87
Ending balance (in dollars per share) \| $ / shares	$ 5.90	$ 2.01	5.90
Weighted-Average Exercise Price, Exercisable options (in dollars per share) \| $ / shares	$ 2.01		$ 2.01
Weighted-Average Remaining Contractual Life	9 years 4 months 9 days	7 years 9 months 25 days
Weighted-Average Remaining Contractual Life, Exercisable options	9 years 29 days
Aggregate Intrinsic Value \| $	$ 398,117	$ 0	$ 398,117
Aggregate Intrinsic Value, Exercisable options \| $	$ 258,296		$ 258,296

Stockholders’ Equity - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs)	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	1,199,315
Vested (in shares) \| shares	(195,652)
Forfeited (in shares) \| shares	(18,762)
Ending balance (in shares) \| shares	984,901
Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	23.19
Vested (in dollars per share) \| $ / shares	23.00
Forfeited (in dollars per share) \| $ / shares	23.00
Ending balance (in dollars per share) \| $ / shares	$ 23.23

Stockholders’ Equity - Stock-based compensation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 253,531	$ 484	$ 207
Cost of platform
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	43,888	0	0
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	8,944	0	0
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 200,699	$ 484	$ 207

Employee Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Safe harbor contribution, percent	3.00%
Profit sharing contribution percent	1.40%	1.40%	1.40%
Plan contribution	$ 2.3	$ 2.4	$ 2.0

Related-Party Transactions (Details) - USD ($) $ in Thousands		10 Months Ended	12 Months Ended
	Oct. 31, 2020	Oct. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 22, 2020
Related Party Transaction [Line Items]
Repayments of related party debt			$ 0	$ 0	$ 15,250
Affiliated Entity
Related Party Transaction [Line Items]
Due from related parties	$ 4,000	$ 4,000
Repayments of related party debt	4,000
Notes payable, related parties	$ 4,700	4,700
Notes Payable, Related Party, Converted Amount						$ 4,700
Affiliated Entity \| Interest Paid
Related Party Transaction [Line Items]
Amount of transaction		$ 200

- Definition

For an unclassified balance sheet, amounts due from related parties including affiliates, employees, joint ventures, officers and stockholders, immediate families thereof, and pension funds.

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+ Details

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

Net (Loss) Income Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Net (loss) income attributable to Privia Health Group, Inc. common stockholders	$ (188,230)	$ 31,244	$ 8,244
Weighted average common shares outstanding - basic (in shares)	102,952,370	95,950,062	95,931,549
Weighted average common shares outstanding – diluted (in shares)	102,952,370	95,950,062	95,931,549
Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic (in dollars per share)	$ (1.83)	$ 0.33	$ 0.09
Earnings per share attributable to Privia Health Group, Inc. common stockholders – diluted (in dollars per share)	$ (1.83)	$ 0.33	$ 0.09

- Definition

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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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

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

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+ Details

Net (Loss) Income Per Share - Schedule Of Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Potentially dilutive stock options and RSUs to purchase common shares	20,901,103	18,300,959	17,647,833

Segment Financial Information (Details)	12 Months Ended
Segment Financial Information (Details)	Dec. 31, 2021 segment
Segment Reporting [Abstract]
Number of operating segments	1
Number of reportable segments	1

Schedule II - Valuation and Qualifying Accounts (Details) - Income Tax Valuation Allowance - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Valuation Allowance
Balance at Beginning of Year	$ 0	$ 13,710	$ 15,804
Charged to costs and expenses	0	0	0
Acquisitions	0	0	0
Deductions	0	(13,710)	(2,094)
Balance at End of Year	$ 0	$ 0	$ 13,710