0001759655-22-000185 | 10-Q | XBRL Viewer

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Note Payable - Schedule of Long Term Debt (Details) - Term Loan - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 24, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Note payable	$ 0	$ 33,100	$ 33,250
Less debt issuance costs	0		(687)
Less current portion	0		(875)
Note payable, net	$ 0		$ 31,688

Income Taxes (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
(Benefit from) provision for income taxes			$ (4,845)	$ (2,210)	$ 6,931	$ (20,214)
Effective income tax rate	(74.60%)	9.70%

- Definition

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

+ References + Details

Stockholders’ Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 14,833	$ 25,800	$ 58,184	$ 228,461
Cost of platform
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	3,095	4,947	11,382	40,987
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	672	1,028	2,202	8,723
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 11,066	$ 19,825	$ 44,600	$ 178,751

Provider Liability - Unpaid Claims (Details) $ in Thousands	9 Months Ended
Provider Liability - Unpaid Claims (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward]
Beginning balance	$ 140,708
Claims paid:
Ending balance	254,278
At-Risk Capitation Arrangements
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward]
Beginning balance	0
Incurred health care costs:
Current year	160,607
Prior years	0
Total claim incurred	160,607
Claims paid:
Current year	(124,385)
Prior year	0
Total claims paid	(124,385)
Adjustments to other claims-related liabilities	0
Ending balance	$ 36,222

Stockholders’ Equity - Schedule of Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2022
Number of Shares
Beginning balance (in shares)			19,916,202
Granted (in shares)			93,793
Exercised (in shares)			(5,855,236)
Forfeited (in shares)			(151,392)
Ending balance (in shares)	14,003,367	19,916,202	14,003,367
Number of Shares, Exercisable (in shares)	7,623,620		7,623,620
Weighted- Average Exercise Price
Beginning balance (in dollars per share)			$ 5.90
Granted (in dollars per share)			26.35
Exercised (in dollars per share)			2.01
Forfeited (in dollars per share)			19.99
Ending balance (in dollars per share)	$ 7.51	$ 5.90	7.51
Weighted-Average Exercise Price, Exercisable (in dollars per share)	$ 2.07		$ 2.07
Weighted- Average Remaining Contractual Life
Weighted- Average Remaining Contractual Life	9 years 1 month 24 days	9 years 4 months 9 days
Weighted-Average Remaining Contractual Life, Exercisable	9 years 4 months 20 days
Aggregate Intrinsic Value	$ 371,851	$ 398,117	$ 371,851
Aggregate Intrinsic Value Exercisable	$ 243,946		$ 243,946

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Schedule of Stock Option, Activity

The following table summarizes stock option activity under the PH Parent Option Plan and 2021 Plan:


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2021	19,916,202	$	5.90	9.36	$	398,117
Granted	93,793	26.35
Exercised	(5,855,236)	2.01
Forfeited	(151,392)	19.99
Balance at September 30, 2022	14,003,367	$	7.51	9.15	$	371,851
Exercisable September 30, 2022	7,623,620	$	2.07	9.39	$	243,946

Schedule of Restricted Stock Unit, Activity

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


	Number of Shares	Grant Date Fair Value
Unvested and outstanding at December 31, 2021	984,901	$	23.23
Granted	1,136,607	24.43
Vested	(110,082)	24.09
Forfeited	(72,674)	24.26
Unvested and outstanding at September 30, 2022	1,938,752	$	23.85

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

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


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Dollars in Thousands)	2022		2021		2022		2021
Cost of platform	$	3,095	$	4,947	$	11,382	$	40,987
Sales and marketing	672		1,028		2,202		8,723
General and administrative	11,066		19,825		44,600		178,751
Total stock-based compensation	$	14,833	$	25,800	$	58,184	$	228,461

Property and Equipment, Net - Schedule of Property Plant And Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 7,898	$ 7,801
Less accumulated depreciation and amortization	(4,235)	(3,299)
Property and equipment, net	3,663	4,502
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment gross	1,402	1,110
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment gross	1,641	1,864
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 4,855	$ 4,827

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021	May 03, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	113,796,678	107,837,741
Common stock, shares outstanding (in shares)	113,796,678	107,837,741

Organization and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its subsidiaries. Amounts shown on the condensed consolidated statements of operations within the operating expense categories of provider expense, cost of platform, selling and marketing, and general and administrative are recorded exclusive of depreciation and amortization.
Consolidation	All significant intercompany transactions are eliminated in consolidation.
Variable Interest Entities	Variable Interest Entities Management evaluates the Company’s ownership, contractual, and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical information, among other factors. If the Company determines that an entity in which it holds a contractual, or ownership, interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. The Company evaluated its relationship with (a) Non-Owned Medical Groups and their Affiliated Practices, (b) Friendly Medical Groups and their Affiliated Practices, and (c) Affiliated Practices associated with Owned Medical Groups to determine if any of these entities should be subject to consolidation. The Company does not have ownership interest in any Affiliated Practices (whether those of Owned Medical Groups, Non-Owned Medical Groups or Friendly Medical Groups); nor does the Company have an ownership in Non-Owned Medical Groups. The PMSA and support services agreement (“SSA”) entered by Non-Owned Medical Groups and Friendly Medical Groups with their Privia Physician members and the Affiliated Practices are not contractual relationships within Privia’s legal structure. The only contractual relationship between Privia and Non-Owned Medical Groups is established through the MSA. For Friendly Medical Groups, in addition to the MSA, the Company has a contractual relationship, evidenced by a restriction agreement (each a “Restriction Agreement”) with its Nominee Physicians and their respective Friendly Medical Groups. Management has determined, based on the provisions of the MSAs between the Company and Non-Owned Medical Groups, and after considering the requirements of Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”), the Company is not required to consolidate the financial position or results of operations of the Affiliated Practices associated with Owned Medical Groups; nor is it required to consolidate the financial position or results of operations of Non-Owned Medical Groups (and, therefore, the Company is not required to consolidate the Affiliated Practices of the Non-Owned Medical Groups). However, management has determined, based on the provisions of the Restriction Agreement on the Nominee Physician (Friendly PC), the governing documents of the Friendly Medical Groups, and after considering the requirements of ASC 810, that the Company should consolidate the financial position or results of operations of the Friendly Medical Groups and the friendly PCs. ASC 810 requires the Company to consolidate the financial position, results of operations and cash flows of a Non-Owned Medical Group affiliated by means of a service agreement if the Non-Owned Medical Group is a VIE and the Company is its primary beneficiary. An Affiliated Practice would be considered a VIE if (a) it is thinly capitalized (i.e., the equity is not sufficient to fund the Non-Owned Medical Group’s activities without additional subordinated financial support) or (b) the equity holders of the Non-Owned Medical Group as a group have one of the following four characteristics: (i) lack the power to direct the activities that most significantly affect the Non-Owned Medical Group’s economic performance, (ii) possess non-substantive voting rights, (iii) lack the obligation to absorb the Non-Owned Medical Group’s expected losses, or (iv) lack the right to receive the Non-Owned Medical Group’s expected residual returns. The characteristics of both (a) and (b) do not exist and as such the Non-Owned Medical Groups do not represent VIEs. Accordingly, the Company has not consolidated the financial position, results of operations or cash flows of the Non-Owned Medical Groups that are affiliated with the Company by means of a service agreement for the three and nine months ended September 30, 2022 and 2021. Each time that it enters into a new service agreement or enters into a material amendment to an existing service agreement, the Company considers whether the terms of that agreement or amendment would change the elements it considers in accordance with the VIE guidance. The same analysis was performed for the Affiliated Practices of Owned Medical Groups, which have contractual relationships with Privia through the SSA, and the Company determined they do not represent VIEs as they do not meet the criteria in ASC 810 for similar reasons outlined above. The Company, however, does meet the criteria for consolidation of the Friendly Medical Groups based on the discussion above. During the fourth quarter of 2021, the Company launched Privia Medical Group – West Texas, PLLC, formerly known as Abilene Diagnostic Clinic (“PMG West Texas”). PMG West Texas is a physician-owned Medical Group, with PMG West Texas Holdings, PLLC (“Friendly WTX PC”), a Texas professional limited liability company entirely owned by a licensed physician with a leadership role in the Company, owning majority membership interests and having governance and control rights via the governing documents of PMG West Texas. The Company has a contractual relationship with Friendly WTX PC through a Restriction Agreement. The VIE analysis was performed, and the Company determined that characteristic (b) exists as a result of meeting (ii) and (iv) and as such, PMG West Texas and Friendly WTX PC do represent VIEs and are consolidated as they do meet the criteria in ASC 810. Similarly, during the fourth quarter of 2021, the Company established a second Friendly Medical Group in the State of Tennessee - Privia Medical Group Tennessee, PLLC (“PMG-TN”). PMG-TN is a physician owned Medical Group, with PMG-TN Physicians, PLLC, a Tennessee professional limited liability company entirely owned by a licensed physician with a leadership role in the Company (“Friendly TN PC”), owning 51% of the membership interests therein and having governance and control rights via the governing documents of PMG-TN. Again, the same analysis was performed, and the Company determined that characteristic (b) exists as a result of meeting (ii) and (iv) and as such, PMG-TN and Friendly TN PC do represent VIEs as they do meet the criteria in ASC 810.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure. On an on-going basis we evaluate significant estimates and assumptions, including, but not limited to, revenue recognition, stock-based compensation, estimated useful lives of assets, intangible assets subject to amortization, and the computation of income taxes. Future events and their effects cannot be predicted with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. Management evaluates and updates assumptions and estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.
Operating Segments	Operating Segments The Company determined in accordance with ASC 280, Segment Reporting (“ASC 280”) that the Company operates in and reports as a single operating segment, and therefore one reporting segment – Privia Health Group, Inc.
Non-Controlling Interest	Non-Controlling Interest The non-controlling interest represents the equity interest of the non-controlling equity holders in results of operations of Complete MD Solutions, LLC, Privia Management Services Organization, LLC (“PMSO”), Privia Management Company Montana, LLC, BASS Privia Management Company of California, LLC, Privia Management Company West Texas, LLC and our Owned Medical Groups. The condensed consolidated financial statements include all assets, liabilities, revenues, and expenses of less-than-100%-owned affiliates where the Company has a controlling financial interest. The Company has separately reflected net income attributable to the non-controlling interests in net income in the condensed consolidated statements of operations.
Provider Liability	Provider LiabilityProvider Liability, previously referred to as “Physician and Practice liability”, represents costs payable to physicians, hospitals and other ancillary providers, including both Privia physicians, their related practices, and providers the Company has contracted with through payer partners. Those costs include amounts that have not yet been paid for physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claims costs for services provided to attributed beneficiaries for which the Company is financially responsible under at-risk capitated revenue arrangements whether paid directly by the Company or indirectly by payers with whom the Company has contracted.
Value Based Care (“VBC”) Revenue	Value Based Care (“VBC”) Revenue The Company’s VBC business consists of its clinically integrated network and ACOs which bring together independent physician practices within our medical groups to focus on sharing data, improving care coordination, and collaborating on initiatives to improve outcomes and lower healthcare spending. The Company has contracts with the U.S. federal government and large payer organizations that are multi-year in nature, typically ranging from three to five years, and revenue is earned as: (1) Capitated revenue (2) on a shared savings basis and (3) Care management fees on a per member per month basis. Capitated Revenue Capitated revenue consists of capitation fees earned under contracts with various Medicare Advantage payers (“payers”) in at-risk capitation arrangements. The Company is entitled to monthly fees to provide a defined range of healthcare services for Medicare Advantage health plan members (“attributed beneficiaries” or “attributed lives”) attributed to the Company’s contracted physicians (typically primary care). Monthly fees are determined as a percentage of the premium payers receive from the Centers for Medicare & Medicaid Services (“CMS”) for these attributed beneficiaries. In at-risk arrangements, the Company generally accepts financial risk for beneficiaries attributed to its contracted physicians and, therefore, is responsible for the cost of contracted healthcare services required by those beneficiaries in accordance with the terms of each agreement. Fees are recorded gross in revenue because the Company is acting as a principal in coordinating and controlling the range of services provided (other than clinical decisions) under its Capitated revenue contracts with payers. Capitated revenue contracts with payers are generally multi-year arrangements and have a single monthly stand ready performance obligation, as defined by ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), to provide all aspects of necessary medical care to members for the contracted period. The Company recognizes revenue in the month in which the eligible beneficiary is entitled to receive healthcare benefits during the contract term. The transaction price for the Company’s capitation contracts is a fixed percentage of premium per attributed life with periodic adjustment, as the monthly fees to which the Company are entitled are subject to periodic adjustments under CMS’s risk adjustment payment methodology. CMS deploys a risk adjustment model that determines premiums paid to all payers according to each attributed life’s health status and certain demographic factors. Under this risk adjustment methodology, CMS calculates the risk adjusted premium payment using diagnosis data from various settings. The Company and healthcare providers collect and submit diagnosis data to payers (and ultimately to CMS) to be utilized in the determination of risk adjustments and such data is used by the Company to estimate any adjustments to the Capitated revenue earned that may increase or decrease revenue in subsequent periods pursuant to contractual terms. Such adjustments are estimated using the most likely amount methodology and amounts are only included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Capitated revenue fees are also subject to adjustment for incentives or penalties based on the achievement of certain quality metrics defined in the Company’s contracts with payers. The Company recognizes incentive revenue as earned using the most likely amount methodology and only to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Neither the Company nor any of its affiliates are a registered insurance company as state law in the states in which we operate do not require such registration for risk bearing providers. Provider expense Provider expense, previously referred to as “Physician and Practice expense”, are amounts accrued or payments made to physicians, hospitals and other service providers, including Privia physicians, their related physician practices, and providers the Company has contracted with through payer partners. Those costs include physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claims costs for services provided to attributed beneficiaries under at-risk Capitated revenue arrangements for which the Company is financially responsible whether paid directly by the Company or indirectly by payers with whom the Company has contracted. Provider expenses are recognized in the period in which services are provided.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Pending Adoption	Recently Adopted Accounting Pronouncements None. Recently Issued Accounting Pronouncements Pending Adoption None.

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Operating lease cost	$ 683	$ 475	$ 2,013	$ 1,406
Cash paid for amounts included in the measurement of lease liabilities - operating leases			$ 2,198	$ 1,629
Weighted-average remaining lease term - operating leases	4 years 7 months 6 days	4 years 9 months 18 days	4 years 7 months 6 days	4 years 9 months 18 days
Weighted-average discount rate - operating leases	3.00%	3.50%	3.00%	3.50%

Revenue Recognition - Percentages By Source of Net Operating Revenue (Details) - Customer Concentration Risk	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Commercial insurers \| Commercial insurers
Concentration Risk [Line Items]
Concentration risk percentage	70.00%	70.00%	70.00%	69.00%
Revenue Benchmark
Concentration Risk [Line Items]
Concentration risk percentage	100.00%	100.00%	100.00%	100.00%
Revenue Benchmark \| Government payers
Concentration Risk [Line Items]
Concentration risk percentage	16.00%	17.00%	15.00%	16.00%
Revenue Benchmark \| Patient
Concentration Risk [Line Items]
Concentration risk percentage	14.00%	13.00%	15.00%	15.00%

Stockholders’ Equity

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stockholders’ Equity

Elevance Health Inc.f.k.a. Anthem, Inc. (“Elevance Health”) Private Placement

On May 3, 2021, concurrent with the closing of its IPO, the Company issued and sold, 4,000,000 shares of common stock, par value $0.01 per share, of the Company for an aggregate purchase price of $92 million (the “Private Placement”), or $23.00 per share, in a private placement to an affiliate of Elevance Health. As of May 3, 2021, Elevance Health held approximately 3.9% of the issued and outstanding common stock of the Company. The securities issued to the Investor in the Private Placement were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

Stock option plan

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

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

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

On April 1, 2021, contingent on the consummation of the IPO, the Board of Directors approved a modification to the PH Group Parent Corp. Stock Option Plan of the vesting conditions of certain outstanding stock option grants to certain employees and consultants. The modification accelerated by one year any time vested options that were not previously 100% vested and modified the vesting condition of the performance based options to vest 60% at IPO, 20% 12 months after IPO and 20% 18 months after the IPO. The modification also accelerated the CEO’s time based options by an additional four months such that 100% of his time based options are vested. We recognized stock-based compensation of $195.1 million in the second quarter of 2021 related to these modifications and recognized an additional $89.9 million of additional stock compensation expense over the eighteen months following the completion of the IPO.

2021 Omnibus Incentive Plan

On April 6, 2021, the Company approved the Privia Health Group, Inc. 2021 Omnibus Incentive Plan (the “Plan”) which permits awards up to 10,278,581 shares of the Company’s common stock. The Plan also allows for an automatic increase on the first day of each fiscal year following the effective date of the Plan by an amount equal to the lesser of (i) 5% of outstanding shares on December 31 of the immediately preceding fiscal year or (ii) such number of shares as determined by the Company’s Compensation Committee in its discretion. The Plan provides for the granting of stock options at a price equal to at least 100% of the fair market value of the Company’s common stock as of the date of grant. The Plan also provides for the granting of Stock Appreciation Rights, Restricted Stock, Restricted Stock Units (“RSUs”), Performance Awards and other cash-based or other stock-based awards, all which must be granted at not less than the fair market value of the Company’s common stock as of the date of grant. Participants in the Plan may include employees, consultants, other service providers and non-employee directors. On the effective date of the IPO, the Company issued 1,183,871 restricted stock units at the offering price and 3,683,217 options, with an exercise price equal to the offering price. These issuances are expected to generate stock-based compensation expense of $62.3 million to be recognized over the next four years starting on the effective date of the IPO as both the restricted stock units and stock options vest. The 2021 Plan is intended as the successor to and continuation of the PH Parent Option Plan. No additional stock awards will be granted under the PH Parent Option Plan.

2021 Employee Stock Purchase Plan

In April 2021, the Company’s Board of Directors approved the Company’s 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP became effective upon the execution of the underwriting agreement for the Company’s IPO in April 2021. Per the Plan, shares may be newly issued shares, treasury shares or shares acquired on the open market. The Compensation Committee may elect to increase the total number of Shares available for purchase under the Plan as of the first day of each Company fiscal year following the Effective Date in an amount equal to up to one percent (1%) of the shares issued and outstanding on the immediately preceding December 31; provided that the maximum number of shares that may be issued under the Plan in any event shall be 10,278,581 shares. As of September 30, 2022, the Company has reserved 1,027,858 shares of common stock for issuance under the 2021 ESPP.

Stock option activity

The following table summarizes stock option activity under the PH Parent Option Plan and 2021 Plan:


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2021	19,916,202	$	5.90	9.36	$	398,117
Granted	93,793	26.35
Exercised	(5,855,236)	2.01
Forfeited	(151,392)	19.99
Balance at September 30, 2022	14,003,367	$	7.51	9.15	$	371,851
Exercisable September 30, 2022	7,623,620	$	2.07	9.39	$	243,946

RSU Activity

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


	Number of Shares	Grant Date Fair Value
Unvested and outstanding at December 31, 2021	984,901	$	23.23
Granted	1,136,607	24.43
Vested	(110,082)	24.09
Forfeited	(72,674)	24.26
Unvested and outstanding at September 30, 2022	1,938,752	$	23.85

Stock-based compensation expense

Total stock-based compensation expense for the three months ended September 30, 2022 and 2021, was approximately $14.8 million and $25.8 million, respectively, and $58.2 million and $228.5 million for the nine months ended September 30, 2022 and 2021, respectively. At September 30, 2022, there was approximately $63.7 million of unrecognized stock-based compensation expense related to unvested options and RSUs, net of forfeitures, that is expected to be recognized over a weighted-average period of 1.3 years.

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


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Dollars in Thousands)	2022		2021		2022		2021
Cost of platform	$	3,095	$	4,947	$	11,382	$	40,987
Sales and marketing	672		1,028		2,202		8,723
General and administrative	11,066		19,825		44,600		178,751
Total stock-based compensation	$	14,833	$	25,800	$	58,184	$	228,461

Organization and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Summary of Significant Accounting Policies	Organization and Summary of Significant Accounting Policies Organization Privia Health Group, Inc. (NASDAQ: PRVA) (“we”, “our” the “Company”), became the sole shareholder of PH Group Holdings Corp. (“PH Holdings”) (formerly Brighton Health Services Holding Corporation) effective August 11, 2016. At the time, the Company was a wholly owned subsidiary of Brighton Health Group Holdings, LLC (“BHG Holdings”) (formerly MC Acquisition Holdings I, LLC, HoldCo). The Company uses the same operational and financial model in each market. As of September 30, 2022, Privia operates in nine markets: 1) the Mid-Atlantic Region (states of Virginia, Maryland and the District of Columbia); 2) the state of Georgia; 3) the Gulf Coast Region (Houston, Texas); 4) North Texas (Dallas/Fort Worth, Texas); 5) West Texas (Abilene, Texas); 6) Central Florida; 7) the state of Tennessee; 8) the state of California and 9) the state of Montana. Medical groups are formed in each market with the primary purpose to operate as a physician group practice with healthcare services being furnished through physician members (“Privia Physicians”) and non-physician clinicians (together, “Privia Providers”) supervised by Privia Physicians. The Company also forms local management companies to provide administrative and management services (“MSOs”) to the medical groups through a Management Services Agreement (“MSA”) in each market. The Company owns 100% of all MSOs, except four where the Company is at least the majority owner. Basis of Presentation The condensed consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its subsidiaries. Amounts shown on the condensed consolidated statements of operations within the operating expense categories of provider expense, cost of platform, selling and marketing, and general and administrative are recorded exclusive of depreciation and amortization. All significant intercompany transactions are eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2022, are not indicative of the results to be expected for the full fiscal year ending December 31, 2022. The condensed balance sheet at December 31, 2021, was derived from audited annual financial statements but does not contain all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of only normal and recurring adjustments) considered necessary for a fair statement have been included. Variable Interest Entities Management evaluates the Company’s ownership, contractual, and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical information, among other factors. If the Company determines that an entity in which it holds a contractual, or ownership, interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. The Company evaluated its relationship with (a) Non-Owned Medical Groups and their Affiliated Practices, (b) Friendly Medical Groups and their Affiliated Practices, and (c) Affiliated Practices associated with Owned Medical Groups to determine if any of these entities should be subject to consolidation. The Company does not have ownership interest in any Affiliated Practices (whether those of Owned Medical Groups, Non-Owned Medical Groups or Friendly Medical Groups); nor does the Company have an ownership in Non-Owned Medical Groups. The PMSA and support services agreement (“SSA”) entered by Non-Owned Medical Groups and Friendly Medical Groups with their Privia Physician members and the Affiliated Practices are not contractual relationships within Privia’s legal structure. The only contractual relationship between Privia and Non-Owned Medical Groups is established through the MSA. For Friendly Medical Groups, in addition to the MSA, the Company has a contractual relationship, evidenced by a restriction agreement (each a “Restriction Agreement”) with its Nominee Physicians and their respective Friendly Medical Groups. Management has determined, based on the provisions of the MSAs between the Company and Non-Owned Medical Groups, and after considering the requirements of Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”), the Company is not required to consolidate the financial position or results of operations of the Affiliated Practices associated with Owned Medical Groups; nor is it required to consolidate the financial position or results of operations of Non-Owned Medical Groups (and, therefore, the Company is not required to consolidate the Affiliated Practices of the Non-Owned Medical Groups). However, management has determined, based on the provisions of the Restriction Agreement on the Nominee Physician (Friendly PC), the governing documents of the Friendly Medical Groups, and after considering the requirements of ASC 810, that the Company should consolidate the financial position or results of operations of the Friendly Medical Groups and the friendly PCs. ASC 810 requires the Company to consolidate the financial position, results of operations and cash flows of a Non-Owned Medical Group affiliated by means of a service agreement if the Non-Owned Medical Group is a VIE and the Company is its primary beneficiary. An Affiliated Practice would be considered a VIE if (a) it is thinly capitalized (i.e., the equity is not sufficient to fund the Non-Owned Medical Group’s activities without additional subordinated financial support) or (b) the equity holders of the Non-Owned Medical Group as a group have one of the following four characteristics: (i) lack the power to direct the activities that most significantly affect the Non-Owned Medical Group’s economic performance, (ii) possess non-substantive voting rights, (iii) lack the obligation to absorb the Non-Owned Medical Group’s expected losses, or (iv) lack the right to receive the Non-Owned Medical Group’s expected residual returns. The characteristics of both (a) and (b) do not exist and as such the Non-Owned Medical Groups do not represent VIEs. Accordingly, the Company has not consolidated the financial position, results of operations or cash flows of the Non-Owned Medical Groups that are affiliated with the Company by means of a service agreement for the three and nine months ended September 30, 2022 and 2021. Each time that it enters into a new service agreement or enters into a material amendment to an existing service agreement, the Company considers whether the terms of that agreement or amendment would change the elements it considers in accordance with the VIE guidance. The same analysis was performed for the Affiliated Practices of Owned Medical Groups, which have contractual relationships with Privia through the SSA, and the Company determined they do not represent VIEs as they do not meet the criteria in ASC 810 for similar reasons outlined above. The Company, however, does meet the criteria for consolidation of the Friendly Medical Groups based on the discussion above. During the fourth quarter of 2021, the Company launched Privia Medical Group – West Texas, PLLC, formerly known as Abilene Diagnostic Clinic (“PMG West Texas”). PMG West Texas is a physician-owned Medical Group, with PMG West Texas Holdings, PLLC (“Friendly WTX PC”), a Texas professional limited liability company entirely owned by a licensed physician with a leadership role in the Company, owning majority membership interests and having governance and control rights via the governing documents of PMG West Texas. The Company has a contractual relationship with Friendly WTX PC through a Restriction Agreement. The VIE analysis was performed, and the Company determined that characteristic (b) exists as a result of meeting (ii) and (iv) and as such, PMG West Texas and Friendly WTX PC do represent VIEs and are consolidated as they do meet the criteria in ASC 810. Similarly, during the fourth quarter of 2021, the Company established a second Friendly Medical Group in the State of Tennessee - Privia Medical Group Tennessee, PLLC (“PMG-TN”). PMG-TN is a physician owned Medical Group, with PMG-TN Physicians, PLLC, a Tennessee professional limited liability company entirely owned by a licensed physician with a leadership role in the Company (“Friendly TN PC”), owning 51% of the membership interests therein and having governance and control rights via the governing documents of PMG-TN. Again, the same analysis was performed, and the Company determined that characteristic (b) exists as a result of meeting (ii) and (iv) and as such, PMG-TN and Friendly TN PC do represent VIEs as they do meet the criteria in ASC 810. The aggregated carrying value of the Company’s VIE’s for both the current assets and liabilities included in the consolidated balance sheets after elimination of intercompany transactions were $1.6 million as of September 30, 2022 and $4.2 million as of December 31, 2021. Emerging Growth Company Status We are an emerging growth company under the Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We elected to avail ourselves of this exemption and, therefore, we are currently not subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Sarbanes-Oxley Act of 2002, Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) hold non-binding advisory votes on executive compensation and obtain shareholder approval of any golden parachute payments not previously approved. Based on the market value of the Company’s common equity held by non-affiliates as of June 30, 2022 (the last business day of the Company’s most recently completed second fiscal quarter), the Company will cease to qualify as an emerging growth company as of the end of the fiscal year ended December 31, 2022. As a result, we will no longer be able to take advantage of these exemptions. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure. On an on-going basis we evaluate significant estimates and assumptions, including, but not limited to, revenue recognition, stock-based compensation, estimated useful lives of assets, intangible assets subject to amortization, and the computation of income taxes. Future events and their effects cannot be predicted with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. Management evaluates and updates assumptions and estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. Operating Segments The Company determined in accordance with ASC 280, Segment Reporting (“ASC 280”) that the Company operates in and reports as a single operating segment, and therefore one reporting segment – Privia Health Group, Inc. Coronavirus Aid, Relief and Economic Stimulus Act (“CARES Act”) The COVID-19 pandemic has an impact and may continue to impact our results of operations, cash flow and financial position. We are closely monitoring the impact of the pandemic on all aspects of our business including impacts to employees, customers, patients, suppliers and vendors. On March 27, 2020, the CARES Act was passed. It is intended to provide economic relief to individuals and businesses affected by the coronavirus pandemic. It also contains provisions related to healthcare providers’ operations and the issues caused by the coronavirus pandemic. Pursuant to the CARES Act the Company elected to defer its portion of Social Security taxes in 2020, which may be repaid over two years as follows: 50% by the end of 2021 and 50% by the end of 2022. During the year ended December 31, 2021, 50% of the Social Security taxes were repaid. Approximately $0.8 million is recorded in accounts payable and accrued expenses on the balance sheet as of September 30, 2022 related to this deferral and the Company intends to remit payment by the end of 2022. Non-Controlling Interest The non-controlling interest represents the equity interest of the non-controlling equity holders in results of operations of Complete MD Solutions, LLC, Privia Management Services Organization, LLC (“PMSO”), Privia Management Company Montana, LLC, BASS Privia Management Company of California, LLC, Privia Management Company West Texas, LLC and our Owned Medical Groups. The condensed consolidated financial statements include all assets, liabilities, revenues, and expenses of less-than-100%-owned affiliates where the Company has a controlling financial interest. The Company has separately reflected net income attributable to the non-controlling interests in net income in the condensed consolidated statements of operations. Significant Accounting Policies The Company described its significant accounting policies in Note 1 of the notes to consolidated financial statements for the year ended December 31, 2021 in the Annual Form 10-K. During the three and nine months ended September 30, 2022, there were no significant changes to those accounting policies and estimates, other than those policies impacted by the Florida and the Mid-Atlantic ACOs entering into Capitated revenue payer arrangements. These agreements cover healthcare services provided to approximately 23,000 Medicare Advantage beneficiaries effective January 1, 2022. The impacts to the financial statements and accounting policies of these new agreements are noted and further discussed below. Provider Liability Provider Liability, previously referred to as “Physician and Practice liability”, represents costs payable to physicians, hospitals and other ancillary providers, including both Privia physicians, their related practices, and providers the Company has contracted with through payer partners. Those costs include amounts that have not yet been paid for physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claims costs for services provided to attributed beneficiaries for which the Company is financially responsible under at-risk capitated revenue arrangements whether paid directly by the Company or indirectly by payers with whom the Company has contracted. Value Based Care (“VBC”) Revenue The Company’s VBC business consists of its clinically integrated network and ACOs which bring together independent physician practices within our medical groups to focus on sharing data, improving care coordination, and collaborating on initiatives to improve outcomes and lower healthcare spending. The Company has contracts with the U.S. federal government and large payer organizations that are multi-year in nature, typically ranging from three to five years, and revenue is earned as: (1) Capitated revenue (2) on a shared savings basis and (3) Care management fees on a per member per month basis. Capitated Revenue Capitated revenue consists of capitation fees earned under contracts with various Medicare Advantage payers (“payers”) in at-risk capitation arrangements. The Company is entitled to monthly fees to provide a defined range of healthcare services for Medicare Advantage health plan members (“attributed beneficiaries” or “attributed lives”) attributed to the Company’s contracted physicians (typically primary care). Monthly fees are determined as a percentage of the premium payers receive from the Centers for Medicare & Medicaid Services (“CMS”) for these attributed beneficiaries. In at-risk arrangements, the Company generally accepts financial risk for beneficiaries attributed to its contracted physicians and, therefore, is responsible for the cost of contracted healthcare services required by those beneficiaries in accordance with the terms of each agreement. Fees are recorded gross in revenue because the Company is acting as a principal in coordinating and controlling the range of services provided (other than clinical decisions) under its Capitated revenue contracts with payers. Capitated revenue contracts with payers are generally multi-year arrangements and have a single monthly stand ready performance obligation, as defined by ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), to provide all aspects of necessary medical care to members for the contracted period. The Company recognizes revenue in the month in which the eligible beneficiary is entitled to receive healthcare benefits during the contract term. The transaction price for the Company’s capitation contracts is a fixed percentage of premium per attributed life with periodic adjustment, as the monthly fees to which the Company are entitled are subject to periodic adjustments under CMS’s risk adjustment payment methodology. CMS deploys a risk adjustment model that determines premiums paid to all payers according to each attributed life’s health status and certain demographic factors. Under this risk adjustment methodology, CMS calculates the risk adjusted premium payment using diagnosis data from various settings. The Company and healthcare providers collect and submit diagnosis data to payers (and ultimately to CMS) to be utilized in the determination of risk adjustments and such data is used by the Company to estimate any adjustments to the Capitated revenue earned that may increase or decrease revenue in subsequent periods pursuant to contractual terms. Such adjustments are estimated using the most likely amount methodology and amounts are only included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Capitated revenue fees are also subject to adjustment for incentives or penalties based on the achievement of certain quality metrics defined in the Company’s contracts with payers. The Company recognizes incentive revenue as earned using the most likely amount methodology and only to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Neither the Company nor any of its affiliates are a registered insurance company as state law in the states in which we operate do not require such registration for risk bearing providers. Provider expense Provider expense, previously referred to as “Physician and Practice expense”, are amounts accrued or payments made to physicians, hospitals and other service providers, including Privia physicians, their related physician practices, and providers the Company has contracted with through payer partners. Those costs include physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claims costs for services provided to attributed beneficiaries under at-risk Capitated revenue arrangements for which the Company is financially responsible whether paid directly by the Company or indirectly by payers with whom the Company has contracted. Provider expenses are recognized in the period in which services are provided. Recently Adopted Accounting Pronouncements None. Recently Issued Accounting Pronouncements Pending Adoption N

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company recorded a (benefit from) provision for income tax of $(4.8) million and $(2.2) million for the three months ended September 30, 2022 and 2021, respectively, and $6.9 million and $(20.2) million for the nine months ended September 30, 2022 and 2021, respectively. This represents an annual effective tax rate of (74.6)% and 9.7% as of September 30, 2022 and 2021, respectively. The effective tax rate for the three and nine month periods ended September 30, 2022 were impacted by the non-deductible stock-based compensation expense related to the Company’s IPO and its effect on the pre-tax loss. The effective tax rate for the three and nine month periods ended September 30, 2021 was lower than the statutory rate due to the effect on the pre-tax loss of the non-deductible stock-based compensation expense related to the Company’s IPO. Management considers both positive and negative evidence when evaluating the recoverability of our DTAs. The assessment is required to determine whether, based on all available evidence, it is more likely than not (i.e., greater than a 50% probability) that all or some portion of the DTAs will be realized in the future. As of September 30, 2022 and 2021, the weight of all available positive evidence was greater than the weight of all negative evidence, so a valuation allowance against the deferred tax asset was not recorded.

- 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.

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+ Details

Provider Liability (Tables)

9 Months Ended

Sep. 30, 2022

Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract]

Schedule of Liability for Unpaid Claims and Claims Adjustment Expense

The Company’s liabilities for unpaid medical claims under at-risk capitation arrangements, which are included in Provider liability in the Company’s condensed consolidated balance sheets, were as follows:


	(Dollars in Thousands)
Balance at December 31, 2021	$	—
Incurred health care costs:
Current year	160,607
Prior years	—
Total claim incurred	160,607
Claims paid:
Current year	(124,385)
Prior year	—
Total claims paid	(124,385)
Adjustments to other claims-related liabilities	—

Balance at September 30, 2022	$	36,222

Organization and Summary of Significant Accounting Policies (Details) beneficiary in Thousands, $ in Thousands		9 Months Ended	12 Months Ended
	Jan. 01, 2022 beneficiary	Sep. 30, 2022 USD ($) market company segment	Dec. 31, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Number of markets in which entity operates \| market		9
MSO, ownership percentage		100.00%
Number of MSOs where the company is at least the majority owner \| company		4
Assets, current		$ 579,646	$ 446,676
Total current liabilities		$ 304,529	$ 190,461
Number of operating segments \| segment		1
Number of reportable segments \| segment		1
Social security taxes repayment deferral period		2 years
Social security tax repayment percent, remainder of fiscal year		50.00%	50.00%
Social security tax repayment percent, year one		50.00%
Social security taxes payable		$ 800
Number of beneficiaries \| beneficiary	23
Minimum \| Government Contract
Subsidiary, Sale of Stock [Line Items]
Revenue, period of recognition		3 years
Maximum \| Government Contract
Subsidiary, Sale of Stock [Line Items]
Revenue, period of recognition		5 years
Privia Medical Group Tennessee, PLLC
Subsidiary, Sale of Stock [Line Items]
Percentage of voting interests acquired			51.00%
Variable Interest Entity, Primary Beneficiary \| P M G West Texas And P M G T N
Subsidiary, Sale of Stock [Line Items]
Assets, current		$ 1,600	$ 4,200
Total current liabilities		$ 1,600	$ 4,200

Stockholders’ Equity - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares	984,901
Granted (in shares) \| shares	1,136,607
Vested (in shares) \| shares	(110,082)
Forfeited (in shares) \| shares	(72,674)
Ending balance (in shares) \| shares	1,938,752
Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 23.23
Granted (in dollars per share) \| $ / shares	24.43
Vested (in dollars per share) \| $ / shares	24.09
Forfeited (in dollars per share) \| $ / shares	24.26
Ending balance (in dollars per share) \| $ / shares	$ 23.85

Net Loss Per Share - Schedule of Basic and Diluted, Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Net income (loss) attributable to Privia Health Group, Inc. common stockholders	$ 1,624	$ (9,115)	$ (26,361)	$ (176,251)
Weighted average common shares outstanding - basic (in shares)	111,592,834	105,896,622	109,458,855	101,576,775
Weighted average common shares outstanding – diluted (in shares)	124,845,602	105,896,622	109,458,855	101,576,775
Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic (in dollars per share)	$ 0.01	$ (0.09)	$ (0.24)	$ (1.74)
Earnings per share attributable to Privia Health Group, Inc. common stockholders – diluted (in dollars per share)	$ 0.01	$ (0.09)	$ (0.24)	$ (1.74)

- 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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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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+ Details

- 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 Per Share - Schedule Of Antidilutive Securities (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Total potentially dilutive stock options to purchase common stock and RSUs (in shares)	15,942,119	22,520,458

Goodwill and Intangible Assets, Net - Schedule Of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	$ 65,970	$ 64,970
Accumulated Amortization	7,741	5,232
Total	58,229	59,738
Trade names
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	4,600	4,600
Accumulated Amortization	1,859	1,689
Consumer customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	2,500	2,500
Accumulated Amortization	2,021	1,835
PMG customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	600	600
Accumulated Amortization	202	184
Management Service Agreement (Complete MD) \| Complete M D
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	2,200	2,200
Accumulated Amortization	963	860
Management Service Agreement (Complete MD) \| MSO
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	51,800	50,800
Accumulated Amortization	2,464	605
Physician network
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	1,520	1,520
Accumulated Amortization	101	26
Payer contracts
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	2,750	2,750
Accumulated Amortization	$ 131	$ 33

Note Payable - Narrative (Details) - USD ($)				3 Months Ended		9 Months Ended
Note Payable - Narrative (Details) - USD ($)	Jun. 24, 2022	Aug. 27, 2021	Nov. 15, 2019	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Aug. 26, 2021
Term Loan
Debt Instrument [Line Items]
Amount of loan			$ 35,000,000
Interest rate						3.00%
Proceeds from issuance of long-term debt			$ 35,000,000
Prepayment premium percentage		1.00%
Note payable	$ 33,100,000					$ 0		$ 33,250,000
Amortization of debt issuance costs	$ 600,000					700,000
Term Loan \| Debt Instrument Covenant Period One
Debt Instrument [Line Items]
Amortization percent of original principal amount		0.625%
Term Loan \| Debt Instrument Covenant Period Two
Debt Instrument [Line Items]
Amortization percent of original principal amount		1.25%
Term Loan \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread on variable rate			2.00%
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, fixed charge, minimum coverage ratio		125.00%
Debt instrument, fixed charge, maximum leverage ratio		300.00%
Amortization of debt issuance costs							$ 100,000
Interest (income) expense, net				$ 300,000	$ 0	600,000	$ 900,000
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 65,000,000	$ 10,000,000						$ 15,000,000
Debt instrument, minimum outstanding borrowings		15,000,000
Line of credit outstanding						$ 0		$ 0
Line of Credit \| Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 5,000,000	2,000,000
Line of Credit \| Bridge Loan
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 2,000,000
Line of Credit \| Base Rate
Debt Instrument [Line Items]
Interest rate floor		1.50%
Line of Credit \| Eurodollar
Debt Instrument [Line Items]
Interest rate floor		0.50%

Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accounts payable	$ 5,208	$ 2,973
Accrued employee compensation and benefits	7,342	7,491
Bonuses payable	10,209	12,292
Other accrued expenses	24,494	23,229
Total accounts payable and accrued expenses	$ 47,253	$ 45,985

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

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


(Dollars in Thousands)	September 30, 2022		December 31, 2021
Furniture and fixtures	$	1,402	$	1,110
Computer equipment	1,641		1,864
Leasehold improvements	4,855		4,827
	7,898		7,801
Less accumulated depreciation and amortization	(4,235)		(3,299)
Property and equipment, net	$	3,663	$	4,502

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Basic and Diluted, Loss Per Share

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


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands, except for share and per share amounts)	2022		2021		2022		2021
Net income (loss) attributable to Privia Health Group, Inc. common stockholders	$	1,624	$	(9,115)	$	(26,361)	$	(176,251)
Weighted average common shares outstanding - basic	111,592,834		105,896,622		109,458,855		101,576,775

Weighted average common share outstanding - diluted	124,845,602		105,896,622		109,458,855		101,576,775
Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic and diluted	$	0.01	$	(0.09)	$	(0.24)	$	(1.74)

Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share

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


	Nine Months Ended September 30,
	2022	2021
Potentially dilutive stock options to purchase common stock and RSUs	15,942,119	22,520,458
Total potentially dilutive shares	15,942,119	22,520,458

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On November 3, 2022, the Company announced a joint venture and strategic partnership with Novant Health Enterprises, a division of Novant Health, to launch Privia Medical Group – North Carolina for independent providers throughout North Carolina. This partnership is expected to provide resources for community physicians and provider groups throughout the state, and support their transition to value-based care through a clinically integrated network model. David P. King, a member of our board of directors, is a member of the board of trustees of Novant Health. On October 11, 2022, the Company received $62.8 million from the Centers for Medicare and Medicaid Services as payment for the Company’s portion of MSSP shared savings generated in the 2021 performance year. Of this amount, approximately $37.7 million will be disbursed to providers for their participation in MSSP.

Accounts Payable and Accrued Expenses

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:


(Dollars in Thousands)	September 30, 2022		December 31, 2021
Accounts payable	$	5,208	$	2,973
Accrued employee compensation and benefits	7,342		7,491
Bonuses payable	10,209		12,292
Other accrued expenses	24,494		23,229
Total accounts payable and accrued expenses	$	47,253	$	45,985

Revenue Recognition - Schedule of Contract Assets and Unearned Revenue (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Accounts receivable	$ 246,348	$ 117,402
Unearned revenue	$ 367	$ 404

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Schedule of Components of Lease Expense

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


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Dollars in Thousands)	2022		2021		2022			2021
Operating lease cost	$	683	$	475	$	2,013		$	1,406

Cash paid for amounts included in the measurement of lease liabilities - operating leases					$	2,198		$	1,629
Weighted-average remaining lease term - operating leases					4.6 Years			4.8 Years
Weighted-average discount rate - operating leases					3.0		%	3.5		%

Schedule of Operating Lease Future Payments

The aggregate future lease payments for operating leases in the years subsequent to September 30, 2022 are as follows:


(Dollars in Thousands)
Remainder of 2022	$	561
2023	3,013
2024	3,047
2025	3,010
2026	2,173
Thereafter	1,227
Total future lease payments	13,031
Imputed interest	(845)
Total	$	12,186

Accounts Payable and Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accounts payable and accrued expenses consisted of the following:


(Dollars in Thousands)	September 30, 2022		December 31, 2021
Accounts payable	$	5,208	$	2,973
Accrued employee compensation and benefits	7,342		7,491
Bonuses payable	10,209		12,292
Other accrued expenses	24,494		23,229
Total accounts payable and accrued expenses	$	47,253	$	45,985

Goodwill and Intangible Assets, Net (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

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


	September 30, 2022				December 31, 2021
(Dollars in thousands)	Intangible Assets		Accumulated Amortization		Intangible Assets		Accumulated Amortization
Trade names	$	4,600	$	1,859	$	4,600	$	1,689
Consumer customer relationships	2,500		2,021		2,500		1,835
PMG customer relationships	600		202		600		184
Management Service Agreement (Complete MD)	2,200		963		2,200		860
Physician network	1,520		101		1,520		26
Payer contracts	2,750		131		2,750		33
MSO Service Agreement (BPMC)	51,800		2,464		50,800		605
	65,970		$	7,741	64,970		$	5,232
Less accumulated amortization	(7,741)				(5,232)
Intangible assets, net	$	58,229			$	59,738

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

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


	(Dollars in Thousands)
Remainder of 2022	$	835
2023	3,341
2024	3,258
2025	3,091
2026	3,091
Thereafter	44,613
Total	$	58,229

Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

Net Income (Loss) Per Share

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


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands, except for share and per share amounts)	2022		2021		2022		2021
Net income (loss) attributable to Privia Health Group, Inc. common stockholders	$	1,624	$	(9,115)	$	(26,361)	$	(176,251)
Weighted average common shares outstanding - basic	111,592,834		105,896,622		109,458,855		101,576,775

Weighted average common share outstanding - diluted	124,845,602		105,896,622		109,458,855		101,576,775
Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic and diluted	$	0.01	$	(0.09)	$	(0.24)	$	(1.74)

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


	Nine Months Ended September 30,
	2022	2021
Potentially dilutive stock options to purchase common stock and RSUs	15,942,119	22,520,458
Total potentially dilutive shares	15,942,119	22,520,458

Concentrations of Credit Risk (Details) - institution			3 Months Ended		9 Months Ended
Concentrations of Credit Risk (Details) - institution	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Concentration Risk [Line Items]
Number of institutions in which company holds its cash and cash equivalents					2
Revenue Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage			100.00%	100.00%	100.00%	100.00%
Revenue Benchmark \| Customer Concentration Risk \| Six Payers
Concentration Risk [Line Items]
Concentration risk percentage			75.00%	76.00%	74.00%	74.00%
Accounts Receivable \| Customer Concentration Risk \| Six Payers
Concentration Risk [Line Items]
Concentration risk percentage	71.00%	68.00%

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 316,896	$ 320,577
Accounts receivable	246,348	117,402
Prepaid expenses and other current assets	16,402	8,697
Total current assets	579,646	446,676
Non-current assets:
Property and equipment, net	3,663	4,502
Right-of-use asset	8,526	9,634
Intangible assets, net	58,229	59,738
Goodwill	126,938	127,938
Deferred tax asset	26,811	33,364
Other non-current assets	3,973	4,521
Total non-current assets	228,140	239,697
Total assets	807,786	686,373
Current liabilities:
Accounts payable and accrued expenses	47,253	45,985
Provider liability	254,278	140,708
Current portion of note payable	0	875
Operating lease liabilities, current	2,998	2,893
Total current liabilities	304,529	190,461
Non-current liabilities:
Note payable, net of current portion	0	31,688
Operating lease liabilities, non-current	9,188	11,043
Other non-current liabilities	3,000	3,000
Total non-current liabilities	12,188	45,731
Total liabilities	316,717	236,192
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock, $0.01 par value, 1,000,000,000 and 1,000,000,000 shares authorized; 113,796,678 and 107,837,741 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	1,139	1,078
Additional paid-in capital	703,516	633,902
Accumulated deficit	(234,469)	(208,108)
Total Privia Health Group, Inc. stockholders’ equity	470,186	426,872
Non-controlling interest	20,883	23,309
Total stockholders’ equity	491,069	450,181
Total liabilities and stockholders’ equity	$ 807,786	$ 686,373

Note Payable

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Note Payable

The Company’s Credit Facilities consists of the following:


(Dollars in Thousands)	September 30, 2022		December 31, 2021
Note payable	$	—	$	33,250
Less debt issuance costs	—		(687)
Less current portion	—		(875)
Note payable, net	$	—	$	31,688

On November 15, 2019, the Company entered into a Credit Agreement (the “Original Credit Agreement”) by and among Privia Health, LLC, as the borrower, PH Group Holdings Corp., as a guarantor, certain subsidiaries of Privia Health, LLC, as guarantors, Silicon Valley Bank, as administrative agent and collateral agent (the “Administrative Agent”), and the several lenders from time to time party thereto. The Original Credit Agreement provided for up to $35.0 million in term loans (the “Term Loan Facility”) that mature on November 15, 2024 with interest payable monthly at the lesser of LIBOR plus 2.0% or Alternate Base Rate (“ABR”) plus 1.0% payable monthly (3.0% at September 30, 2022), plus up to an additional $10.0 million of financing (which was increased to $15.0 million in connection with the first amendment) in the form of a revolving loan (the “Revolving Loan Facility” and together with the Term Loan Facility, the “Credit Facilities”). The Revolving Loan Facility also includes a letter of credit sub-facility in the aggregate availability amount of $2.0 million and a swingline sub-facility in the aggregate availability amount of $2.0 million. The Company borrowed $35.0 million in term loans on November 15, 2019.

On August 27, 2021, the Company and certain of its subsidiaries entered into an assumption agreement and third amendment (the “Third Amendment”) to the Original Credit Agreement (as amended by the Third Amendment, the “Credit Agreement”). Pursuant to

the Third Amendment, the Company became the parent guarantor under the Credit Agreement and granted the Administrative Agent a first-priority security interest on substantially all of its real and personal property, subject to permitted liens.

The Third Amendment increased the size of the Revolving Loan Facility to $65.0 million, increased the letter of credit sub-facility to $5.0 million and extended the maturity date of the Credit Agreement to August 27, 2026. As amended, borrowings under the Credit Agreement bear interest at a rate equal to (i) in the case of eurodollar loans, LIBOR plus an applicable margin, subject to a 0.5% floor, and (ii) in the case of ABR loans, an ABR rate plus an applicable margin, subject to a floor of 1.5%. In addition, the Amendment, among other things, (i) changed the Term Loan Facility amortization schedule to 0.625% of the original principal amount of term loans for the fiscal quarters ending September 30, 2021 through and including June 30, 2024 and 1.25% of the original principal amount of term loans for the fiscal quarters ending thereafter and (ii) added a 1.0% prepayment premium for any term loans prepaid within six months of the effective date of the Third Amendment. The Third Amendment converted the financial covenants in the Original Credit Agreement to “springing” financial covenants, so that at any time the Company’s cash is less than 125% of the outstanding borrowings under the Credit Facilities, or at least $15.0 million of borrowings are outstanding under the Revolving Loan, the Company will be required to maintain (i) a consolidated fixed charge coverage ratio of not less than 1.25 to 1.0, and (ii) a consolidated leverage ratio of no more than 3.0 to 1.0.

On June 24, 2022, the Company voluntarily prepaid the outstanding indebtedness under the Term Loan Facility. The Company’s prepayment to the lenders was approximately $33.1 million, including accrued interest. The Company did not incur any prepayment penalties in connection with the repayment of the term loan, which had a scheduled maturity of August 27, 2026. The prepayment was made with cash on hand. Pursuant to this repayment, the Company accelerated recognition of $0.6 million of expense related to the remaining unamortized debt issuance costs. Including this accelerated expense, amortization expense of approximately $0.7 million and $0.1 million was recorded for the nine months ended September 30, 2022 and 2021, respectively. The Revolving Loan Facility remains in place and available to the Company. As of September 30, 2022 and December 31, 2021 there were no amounts outstanding under the Revolving Loan Facility.

Interest expense relating to the Credit Facilities, inclusive of amortization of deferred financing costs, was de minimis for the three months ended September 30, 2022 and $0.3 million for the same period in 2021 and $0.6 million and $0.9 million for the nine months ended September 30, 2022 and 2021, respectively.

Substantially all of the Company’s real and personal property serve as collateral under the above debt arrangements.

- 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.

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+ Details

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table presents our revenues disaggregated by source:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Dollars in Thousands)	2022		2021		2022		2021
FFS-patient care	$	221,911	$	200,208	$	637,540	$	550,607
FFS-administrative services	25,270		16,407		71,911		47,162
Capitated revenue	54,708		—		160,776		—
Shared savings	30,243		25,333		90,296		62,045
Care management fees	9,239		9,376		27,519		27,321
Other revenue	1,528		200		4,194		3,752
Total revenue	$	342,899	$	251,524	$	992,236	$	690,887

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


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Commercial insurers	70	%	70	%	70	%	69	%
Government payers	16	%	17	%	15	%	16	%
Patient	14	%	13	%	15	%	15	%
	100	%	100	%	100	%	100	%

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

The Company has the following contract assets and unearned revenue:


(Dollars in Thousands)	September 30, 2022		December 31, 2021
Balances for contracts with customers
Accounts receivable	$	246,348	$	117,402
Unearned revenue	$	367	$	404

Subsequent Events (Details) - Affiliated Entity - Subsequent Event - Shared savings $ in Millions	Oct. 11, 2022 USD ($)
Providers
Subsequent Event [Line Items]
Due to related parties	$ 37.7
Centers for Medicare and Medicaid Services
Subsequent Event [Line Items]
Revenue from related parties	$ 62.8

- Definition

Receivables to be collected from (obligations owed to) related parties, net as of the balance sheet date where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth.

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- Definition

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

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+ Details

Note Payable (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Debt

The Company’s Credit Facilities consists of the following:


(Dollars in Thousands)	September 30, 2022		December 31, 2021
Note payable	$	—	$	33,250
Less debt issuance costs	—		(687)
Less current portion	—		(875)
Note payable, net	$	—	$	31,688

Goodwill and Intangible Assets, Net - Schedule of Amortization Of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2022	$ 835
2023	3,341
2024	3,258
2025	3,091
2026	3,091
Thereafter	44,613
Total	$ 58,229	$ 59,738

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 04, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-40365
Entity Registrant Name	Privia Health Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-3599420
Entity Address, Address Line One	950 N. Glebe Rd.,
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Arlington,
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22203
City Area Code	571
Local Phone Number	366-8850
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	PRVA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		114,298,546
Entity Central Index Key	0001759655
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 342,899	$ 251,524	$ 992,236	$ 690,887
Operating expenses:
Provider expense	265,174	190,055	766,672	521,105
Cost of platform	43,839	35,314	127,495	131,007
Sales and marketing	5,088	4,588	14,568	18,950
General and administrative	32,219	33,910	101,436	216,563
Depreciation and amortization	1,153	466	3,436	1,351
Total operating expenses	347,473	264,333	1,013,607	888,976
Operating loss	(4,574)	(12,809)	(21,371)	(198,089)
Interest (income) expense, net	(285)	292	610	885
Loss before (benefit from) provision for income taxes	(4,289)	(13,101)	(21,981)	(198,974)
(Benefit from) provision for income taxes	(4,845)	(2,210)	6,931	(20,214)
Net income (loss)	556	(10,891)	(28,912)	(178,760)
Less: loss attributable to non-controlling interests	(1,068)	(1,776)	(2,551)	(2,509)
Net income (loss) attributable to Privia Health Group, Inc.	$ 1,624	$ (9,115)	$ (26,361)	$ (176,251)
Net income (loss) per share attributable to Privia Health Group, Inc. stockholders – basic (in dollars per share)	$ 0.01	$ (0.09)	$ (0.24)	$ (1.74)
Net income (loss) per share attributable to Privia Health Group, Inc. stockholders – diluted (in dollars per share)	$ 0.01	$ (0.09)	$ (0.24)	$ (1.74)
Weighted average common shares outstanding - basic (in shares)	111,592,834	105,896,622	109,458,855	101,576,775
Weighted average common shares outstanding – diluted (in shares)	124,845,602	105,896,622	109,458,855	101,576,775

Leases - Narrative (Details) - Office space	Sep. 30, 2022
Minimum
Lessee, Lease, Description [Line Items]
Lease term	2 years
Maximum
Lessee, Lease, Description [Line Items]
Lease term	9 years

Leases

9 Months Ended

Sep. 30, 2022

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


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Dollars in Thousands)	2022		2021		2022			2021
Operating lease cost	$	683	$	475	$	2,013		$	1,406

Cash paid for amounts included in the measurement of lease liabilities - operating leases					$	2,198		$	1,629
Weighted-average remaining lease term - operating leases					4.6 Years			4.8 Years
Weighted-average discount rate - operating leases					3.0		%	3.5		%

The aggregate future lease payments for operating leases in the years subsequent to September 30, 2022 are as follows:


(Dollars in Thousands)
Remainder of 2022	$	561
2023	3,013
2024	3,047
2025	3,010
2026	2,173
Thereafter	1,227
Total future lease payments	13,031
Imputed interest	(845)
Total	$	12,186

Goodwill and Intangible Assets, Net

9 Months Ended

Sep. 30, 2022

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 a reporting unit. The Company recognizes the excess of the purchase price, plus the fair value of any non-controlling interests in the acquiree, over the fair value of identifiable net assets acquired as goodwill. The Company performs a qualitative assessment on goodwill at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. If it is determined in the qualitative assessment that the fair value of a reporting unit is more likely than not below its carrying amount, then the Company will perform a quantitative impairment test. The quantitative goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. Any excess in the carrying value of a reporting unit’s goodwill over its fair value is recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit. The Company’s carrying value of goodwill at September 30, 2022 and December 31, 2021 is approximately $126.9 million and $127.9 million, respectively. The most recently completed annual impairment test of goodwill was performed as of October 1, 2021 and it was determined that no impairment existed. No indicators of impairment were identified during the nine months ended September 30, 2022 and 2021.

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

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


	September 30, 2022				December 31, 2021
(Dollars in thousands)	Intangible Assets		Accumulated Amortization		Intangible Assets		Accumulated Amortization
Trade names	$	4,600	$	1,859	$	4,600	$	1,689
Consumer customer relationships	2,500		2,021		2,500		1,835
PMG customer relationships	600		202		600		184
Management Service Agreement (Complete MD)	2,200		963		2,200		860
Physician network	1,520		101		1,520		26
Payer contracts	2,750		131		2,750		33
MSO Service Agreement (BPMC)	51,800		2,464		50,800		605
	65,970		$	7,741	64,970		$	5,232
Less accumulated amortization	(7,741)				(5,232)
Intangible assets, net	$	58,229			$	59,738

The remaining weighted average life of all amortizable intangible assets is approximately 18.3 years at September 30, 2022.

Amortization expense for intangible assets was approximately $0.8 million and $0.2 million for the three months ended September 30, 2022 and 2021, respectively, and $2.5 million and $0.5 million for the nine months ended September 30, 2022 and 2021, respectively.

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


	(Dollars in Thousands)
Remainder of 2022	$	835
2023	3,341
2024	3,258
2025	3,091
2026	3,091
Thereafter	44,613
Total	$	58,229

Stockholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended			9 Months Ended		18 Months Ended
	May 03, 2021	Apr. 06, 2021	Apr. 01, 2021	Apr. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Mar. 31, 2023	Dec. 31, 2021	Aug. 28, 2018	Aug. 27, 2018	Jan. 17, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value (in dollars per share)	$ 0.01				$ 0.01			$ 0.01			$ 0.01
Price per share (in dollars per share)	$ 23.00
Common stock, shares authorized (in shares)					1,000,000,000			1,000,000,000			1,000,000,000
Number of options granted (in shares)								93,793
Unrecognized share-based compensation expense					$ 63,700			$ 63,700
Period for recognition								1 year 3 months 18 days
Common stock, shares issued (in shares)					113,796,678			113,796,678			107,837,741
Share based payment expense					$ 14,833	$ 25,800		$ 58,184	$ 228,461
2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in shares)		10,278,581
Award percentage increase		5.00%
Options grant price percent of fair market value of company stock price (at least)		100.00%
Number of instruments granted (in shares)		1,183,871
Unrecognized share-based compensation expense		$ 62,300
Period for recognition		4 years
2021 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)				10,278,581
Award percentage of total common stock issued and outstanding (up to)				1.00%
Common stock, shares issued (in shares)					1,027,858			1,027,858
Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated vesting, percent			100.00%
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 (in shares)												18,985,846	4,229,850	4,229,850
Period of acceleration			1 year
Accelerated cost							$ 195,100
Options \| Forecast
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated cost										$ 89,900
Options \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of acceleration			4 months
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of instruments granted (in shares)								1,136,607
Restricted Stock Units (RSUs) \| 2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted (in shares)		3,683,217
Elevance Health \| Affiliated Entity \| Privia health
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners	3.90%
Private Placement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued in transaction (in shares)	4,000,000
Consideration received on transaction	$ 92,000

Concentrations of Credit Risk	9 Months Ended
Concentrations of Credit Risk	Sep. 30, 2022
Risks and Uncertainties [Abstract]
Concentrations of Credit Risk	Concentrations of Credit Risk Our financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. While our cash and cash equivalents are managed by reputable financial institutions, the Company’s cash balances with the individual institutions may at times exceed the federally insured limits. At September 30, 2022, substantially all of the Company’s cash and cash equivalents were held at two financial institutions. The Company believes these financial institutions are financially sound and that minimal credit risk exists. The Company receives payment for medical services provided to patients by its physicians through contracts with payers. Six payers within the network accounted for approximately 75% and 76% of such payments for the three month periods ended September 30, 2022 and 2021, respectively, and 74% for both the nine month periods ended September 30, 2022 and 2021, respectively. The Company evaluates accounts receivable to determine if they will ultimately be collected. In performing this evaluation, significant judgments and estimates are involved, such as past experience, credit quality, age of the receivable balance and current economic conditions that may affect ability to pay. As of September 30, 2022 and December 31, 2021, the Company had six payers within the network that made up approximately 71% and 68% of accounts receivable, respectively.

Leases - Schedule Of Future Lease Payment (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
Remainder of 2022	$ 561
2023	3,013
2024	3,047
2025	3,010
2026	2,173
Thereafter	1,227
Total future lease payments	13,031
Imputed interest	(845)
Total	$ 12,186

Provider Liability

9 Months Ended

Sep. 30, 2022

Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract]

Provider Liability

Provider liability, previously referred to as “Physician and Practice liability”, represents costs payable to physicians, hospitals and other ancillary providers, including both Privia physicians, their related physician practices, and providers the Company has contracted with through payer partners. Those costs include amounts that have not yet been paid for physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claims costs for services provided to attributed beneficiaries for which the Company is financially responsible under at-risk Capitated revenue arrangements whether paid directly by the Company or indirectly by payers with whom the Company has contracted. Provider expenses are recognized in the period in which services are provided and include estimates of claims that have been incurred but have either not yet been received, processed, or paid and as such, not reported.

Provider liability estimates are developed using actuarial methods commonly used by health insurance actuaries that include a number of factors and assumptions including medical service utilization trends, changes in membership, observed medical cost trends, historical claim payment patterns and other factors.

Each period, the Company re-examines previously established provider liability estimates based on actual claim submissions and other changes in facts and circumstances. As more complete claims information becomes available, the Company adjusts its estimates and recognizes those changes in estimates in the period in which the change is identified. The difference between the estimated liability and the actual settlements of claims is recognized in the period in which the claims are settled. The Company’s physician and practice liability balance represents management’s best estimate of its liability for unpaid Provider expenses as of September 30, 2022. The Company uses judgment to determine the appropriate assumptions for developing the required estimates.


	(Dollars in Thousands)
Balance at December 31, 2021	$	—
Incurred health care costs:
Current year	160,607
Prior years	—
Total claim incurred	160,607
Claims paid:
Current year	(124,385)
Prior year	—
Total claims paid	(124,385)
Adjustments to other claims-related liabilities	—

Balance at September 30, 2022	$	36,222

Revenue Recognition

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

The following table presents our revenues disaggregated by source:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Dollars in Thousands)	2022		2021		2022		2021
FFS-patient care	$	221,911	$	200,208	$	637,540	$	550,607
FFS-administrative services	25,270		16,407		71,911		47,162
Capitated revenue	54,708		—		160,776		—
Shared savings	30,243		25,333		90,296		62,045
Care management fees	9,239		9,376		27,519		27,321
Other revenue	1,528		200		4,194		3,752
Total revenue	$	342,899	$	251,524	$	992,236	$	690,887

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


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Commercial insurers	70	%	70	%	70	%	69	%
Government payers	16	%	17	%	15	%	16	%
Patient	14	%	13	%	15	%	15	%
	100	%	100	%	100	%	100	%

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

VBC revenue is primarily earned through contracts for Capitated revenue, Shared savings and Care management fees. Capitated revenue is generated through what is typically known as an “at-risk contract.” At-risk capitation refers to a model in which the Company receives a fixed monthly payment from the third-party payer in exchange for providing healthcare services to attributed beneficiaries. The Company is responsible for providing or paying for the cost of healthcare services required by those attributed beneficiaries for a set of services. At-risk Capitated revenue is recorded at the total amount gross in revenues because the Company is acting as a principal in arranging for, providing, and controlling the managed healthcare services provided to the attributed lives. Shared savings revenue and Care management fees are generated through contracts with large commercial payer organizations and the U.S. Federal Government.

Contract Asset

The Company has the following contract assets and unearned revenue:


(Dollars in Thousands)	September 30, 2022		December 31, 2021
Balances for contracts with customers
Accounts receivable	$	246,348	$	117,402
Unearned revenue	$	367	$	404

Remaining Performance Obligations

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 https://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 https://asc.fasb.org/extlink&oid=126920106&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
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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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 12
-Subparagraph (e)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
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-Subparagraph (a)
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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)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net loss	$ (28,912)	$ (178,760)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	927	869
Amortization of intangibles	2,509	482
Amortization of debt issuance costs	687	120
Stock-based compensation	58,184	228,461
Deferred tax expense	6,553	(20,421)
Changes in asset and liabilities:
Accounts receivable	(128,946)	734
Prepaid expenses and other current assets	1,657	(2,595)
Other non-current assets and right-of-use asset	(7,705)	(4,286)
Accounts payable and accrued expenses	1,268	(176)
Provider liability	113,570	38,185
Operating lease liabilities	(1,750)	10,027
Other long-term liabilities	0	(5,262)
Net cash provided by operating activities	18,042	67,378
Cash from investing activities
Purchases of property and equipment	(89)	(396)
Net cash used in investing activities	(89)	(396)
Cash flows from financing activities
Proceeds from initial public offering	0	223,686
Payments of underwriting fees, net of discounts and offering costs	0	(12,691)
Repayment of note payable	(33,250)	(656)
Proceeds from exercised stock options	11,491	648
Proceeds from non-controlling interest	125	0
Debt issuance costs	0	(490)
Net cash (used in) provided by financing activities	(21,634)	210,497
Net (decrease) increase in cash and cash equivalents	(3,681)	277,479
Cash and cash equivalents at beginning of period	320,577	84,633
Cash and cash equivalents at end of period	316,896	362,112
Supplemental disclosure of cash flow information:
Interest paid	680	855
Income taxes paid	$ 266	$ 451

Property and Equipment, Net

9 Months Ended

Sep. 30, 2022

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)	September 30, 2022		December 31, 2021
Furniture and fixtures	$	1,402	$	1,110
Computer equipment	1,641		1,864
Leasehold improvements	4,855		4,827
	7,898		7,801
Less accumulated depreciation and amortization	(4,235)		(3,299)
Property and equipment, net	$	3,663	$	4,502

Commitment and Contingencies	9 Months Ended
Commitment and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies There are no material commitments and contingencies as of September 30, 2022.

Revenue Recognition - Schedule of Revenue Desegregation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 342,899	$ 251,524	$ 992,236	$ 690,887
FFS-patient care
Disaggregation of Revenue [Line Items]
Revenue	221,911	200,208	637,540	550,607
FFS-administrative services
Disaggregation of Revenue [Line Items]
Revenue	25,270	16,407	71,911	47,162
Capitated revenue
Disaggregation of Revenue [Line Items]
Revenue	54,708	0	160,776	0
Shared savings
Disaggregation of Revenue [Line Items]
Revenue	30,243	25,333	90,296	62,045
Care management fees
Disaggregation of Revenue [Line Items]
Revenue	9,239	9,376	27,519	27,321
Other revenue
Disaggregation of Revenue [Line Items]
Revenue	$ 1,528	$ 200	$ 4,194	$ 3,752

- 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)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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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 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Total Stockholders’ Equity attributable to Privia Health Group, Inc.	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Non-controlling Interest
Beginning balance (in shares) at Dec. 31, 2020			95,985,817
Beginning balance at Dec. 31, 2020	$ 143,652	$ 146,748	$ 960	$ 165,666	$ (19,878)	$ (3,096)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	101	101		101
Net income (loss)	5,616	5,398			5,398	218
Ending balance (in shares) at Mar. 31, 2021			95,985,817
Ending balance at Mar. 31, 2021	149,369	152,247	$ 960	165,767	(14,480)	(2,878)
Beginning balance (in shares) at Dec. 31, 2020			95,985,817
Beginning balance at Dec. 31, 2020	143,652	146,748	$ 960	165,666	(19,878)	(3,096)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(178,760)
Ending balance (in shares) at Sep. 30, 2021			106,234,792
Ending balance at Sep. 30, 2021	404,995	410,600	$ 1,062	605,667	(196,129)	(5,605)
Beginning balance (in shares) at Mar. 31, 2021			95,985,817
Beginning balance at Mar. 31, 2021	149,369	152,247	$ 960	165,767	(14,480)	(2,878)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon closing of initial public offering (in shares)			9,725,000
Issuance of common stock upon closing of initial public offering	210,994	210,994	$ 97	210,897
Issuance of common stock upon exercise of stock options and vesting of restricted stock units (in shares)			29,645
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	33	33	$ 0	33
Stock-based compensation expense	202,560	202,560		202,560
Net income (loss)	(173,485)	(172,534)			(172,534)	(951)
Ending balance (in shares) at Jun. 30, 2021			105,740,462
Ending balance at Jun. 30, 2021	389,471	393,300	$ 1,057	579,257	(187,014)	(3,829)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options and vesting of restricted stock units (in shares)			494,330
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	615	615	$ 5	610
Stock-based compensation expense	25,800	25,800		25,800
Net income (loss)	(10,891)	(9,115)			(9,115)	(1,776)
Ending balance (in shares) at Sep. 30, 2021			106,234,792
Ending balance at Sep. 30, 2021	$ 404,995	410,600	$ 1,062	605,667	(196,129)	(5,605)
Beginning balance (in shares) at Dec. 31, 2021	107,837,741		107,837,741
Beginning balance at Dec. 31, 2021	$ 450,181	426,872	$ 1,078	633,902	(208,108)	23,309
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options and vesting of restricted stock units (in shares)			435,030
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	799	799	$ 5	794
Stock-based compensation expense	24,881	24,881		24,881
Contributed non-controlling interest	125					125
Net income (loss)	(18,087)	(17,510)			(17,510)	(577)
Ending balance (in shares) at Mar. 31, 2022			108,272,771
Ending balance at Mar. 31, 2022	$ 457,899	435,042	$ 1,083	659,577	(225,618)	22,857
Beginning balance (in shares) at Dec. 31, 2021	107,837,741		107,837,741
Beginning balance at Dec. 31, 2021	$ 450,181	426,872	$ 1,078	633,902	(208,108)	23,309
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ (28,912)
Ending balance (in shares) at Sep. 30, 2022	113,796,678		113,796,678
Ending balance at Sep. 30, 2022	$ 491,069	470,186	$ 1,139	703,516	(234,469)	20,883
Beginning balance (in shares) at Mar. 31, 2022			108,272,771
Beginning balance at Mar. 31, 2022	457,899	435,042	$ 1,083	659,577	(225,618)	22,857
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options and vesting of restricted stock units (in shares)			1,309,963
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	2,118	2,118	$ 13	2,105
Stock-based compensation expense	18,470	18,470		18,470
Net income (loss)	(11,381)	(10,475)			(10,475)	(906)
Ending balance (in shares) at Jun. 30, 2022			109,582,734
Ending balance at Jun. 30, 2022	467,106	445,155	$ 1,096	680,152	(236,093)	21,951
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options and vesting of restricted stock units (in shares)			4,213,944
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	8,574	8,574	$ 43	8,531
Stock-based compensation expense	14,833	14,833		14,833
Net income (loss)	$ 556	1,624			1,624	(1,068)
Ending balance (in shares) at Sep. 30, 2022	113,796,678		113,796,678
Ending balance at Sep. 30, 2022	$ 491,069	$ 470,186	$ 1,139	$ 703,516	$ (234,469)	$ 20,883

Goodwill and Intangible Assets, Net - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Oct. 13, 2021 provider specialty location
Business Acquisition [Line Items]
Goodwill	$ 126,938		$ 126,938		$ 127,938
Amortization period			18 years 3 months 18 days
Intangible amortization expense	$ 800	$ 200	$ 2,509	$ 482
BPMC
Business Acquisition [Line Items]
Number of providers \| provider						400
Number of specialties \| specialty						42
Number of locations \| location						125
Percentage of voting interests acquired						51.00%

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details