0001759655-23-000026 | 10-K | XBRL Viewer

Note Payable

12 Months Ended

Dec. 31, 2022

The Company’s Credit Facilities consists of the following:


(Dollars in Thousands)	December 31, 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, 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, $0.2 million and $0.1 million was recorded for the years ended December 31, 2022, 2021 and 2020, respectively. The Revolving Loan Facility remains in place and available to the Company. As of December 31, 2022 and 2021 there were no amounts outstanding under the Revolving Loan Facility.

Interest expense relating to the Credit Facilities was approximately $0.5 million, $1.1 million and $1.9 million for the years ended December 31, 2022, 2021 and 2020, 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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Paragraph 1B
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1I
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 50
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2022

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

Schedule II - Valuation and Qualifying Accounts

Valuation and Qualifying Accounts For Each of The Three Years Ended December 31, 2022, 2021, and 2020

The following Financial Statement Schedule along with the report thereon of PricewaterhouseCoopers LLP dated February 28, 2023, should be read in conjunction with the consolidated financial statements. Financial Statement Schedules not included in this filing have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.


Income Tax Valuation Allowance	Balance at Beginning of Year		Charged to costs and expenses		Acquisitions		Deductions		Balance at End of Year
Year ended December 31, 2022	$	—	$	—	$	—	$	—	$	—
Year ended December 31, 2021	$	—	$	—	$	—	$	—	$	—
Year ended December 31, 2020	$	13,710	$	—	$	—	$	(13,710)	$	—

Account Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Account Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:


(Dollars in Thousands)	December 31, 2022		December 31, 2021
Accounts payable	$	6,731	$	2,973
Accrued employee compensation and benefits	6,177		7,491
Bonuses payable	15,203		12,292
Other accrued expenses	24,726		23,229
Total accounts payable and accrued expenses	$	52,837	$	45,985

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 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 the reporting unit. The Company recognizes the excess of the purchase price, plus the fair value of any non-controlling interests in the acquiree, over the fair value of identifiable net assets acquired as goodwill. The Company performs a qualitative assessment on goodwill at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. If it is determined in the qualitative assessment that the fair value of a reporting unit is more likely than not below its carrying amount, then the Company will perform a quantitative impairment test. The quantitative goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. Any excess in the carrying value of a reporting unit’s goodwill over its fair value is recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit. The Company’s carrying value of goodwill at December 31, 2022 and 2021 is $126.9 million and $127.9 million, respectively. No indicators of impairment were identified during the years ended December 31, 2022, 2021, and 2020.

During the fourth quarter of 2021, Privia entered into two new markets resulting in the recording of goodwill. The Company launched PMG West Texas (“WTX Friendly Medical Group”). Additionally, during the fourth quarter of 2021, the Company entered the

California market through the acquisition of BASS Privia Management Company of California, LLC (“BPMC”), the exclusive provider of management services to BASS Medical Group, Privia acquired 51% ownership in BPMC, which provides management and other administrative services to BASS Medical Group. During the year ended December 31, 2022 the Company recorded a measurement period adjustment to goodwill of $1.0 million in connection with these acquisitions. Goodwill of $8.3 million (net of the $1.0 million measurement period adjustment), which represented the excess of the purchase price over the fair value of the net assets acquired, was recognized in connection with the acquisitions during the year end December 31, 2021.

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


	December 31, 2022				December 31, 2021
(Dollars in thousands)	Intangible Assets		Accumulated Amortization		Intangible Assets		Accumulated Amortization
Trade names	$	4,600	$	1,917	$	4,600	$	1,689
Consumer customer relationships	2,500		2,083		2,500		1,835
PMG customer relationships	600		208		600		184
Management Service Agreement (Complete MD)	2,200		997		2,200		860
Physician network	1,520		127		1,520		26
Payer contracts	2,750		164		2,750		33
Management Service Agreement (BPMC)	51,800		3,087		50,800		605
	65,970		$	8,583	64,970		$	5,232
Less accumulated amortization	(8,583)				(5,232)
Intangible assets, net	$	57,387			$	59,738

The remaining weighted average life of all amortizable intangible assets is approximately 18 years at December 31, 2022.

Amortization expense for intangible assets was approximately $3.4 million for the year ended December 31, 2022, $1.3 million for the year ended December 31, 2021 and $0.6 million for the year ended December 31, 2020, respectively.

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


	(Dollars in Thousands)
2023	$	3,341
2024	3,258
2025	3,091
2026	3,091
2027	3,091
Thereafter	41,515
Total	$	57,387

Stockholders’ Equity - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Shares
Beginning balance (in shares)	984,901	0
Granted (in shares)	1,679,107	1,199,315
Vested (in shares)	(175,300)	(195,652)
Forfeited (in shares)	(84,044)	(18,762)
Ending balance (in shares)	2,404,664	984,901
Grant Date Fair Value
Beginning balance (in dollars per share)	$ 23.23	$ 0
Granted (in dollars per share)	24.16	23.19
Vested (in dollars per share)	23.68	23.00
Forfeited (in dollars per share)	24.32	23.00
Ending balance (in dollars per share)	$ 23.81	$ 23.23

Property and Equipment, Net

12 Months Ended

Dec. 31, 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)	December 31, 2022		December 31, 2021
Furniture and fixtures	$	1,402	$	1,110
Computer equipment	1,657		1,864
Leasehold improvements	4,855		4,827
	7,914		7,801
Less accumulated depreciation and amortization	(4,528)		(3,299)
Property and equipment, net	$	3,386	$	4,502

Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
Federal	$ 0	$ 0	$ 0
State and Local	509	345	363
Total current	509	345	363
Deferred:
Federal	(5,478)	(23,650)	(6,440)
State and Local	(1,547)	(4,552)	(1,364)
Total deferred	(7,025)	(28,202)	(7,804)
Total benefit from incomes taxes	$ (6,516)	$ (27,857)	$ (7,441)

- Definition

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

+ References + Details

Organization and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

The consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its subsidiaries. Amounts shown on the consolidated statements of operations within the operating expense categories of 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

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

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

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

The characteristics of both (a) and (b) do not exist and as such the Non-Owned Medical Groups do not represent VIEs. Accordingly, the Company has not consolidated the financial position, results of operations or cash flows of the Non-Owned Medical Groups that are affiliated with the Company by means of a service agreement for the years ended December 31, 2022, 2021 and 2020. Each time that it enters into a new service agreement or enters into a material amendment to an existing service agreement, the Company considers whether the terms of that agreement or amendment would change the elements it considers in accordance with the VIE guidance. The same analysis was performed for the Affiliated Practices of Owned Medical Groups, which have contractual relationships with Privia through the SSA, and the Company determined they do not represent VIEs as they do not meet the criteria in ASC 810 for similar reasons outlined above.

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

In February 2022, the Company announced a partnership with Surgery Partners, Inc. for Privia Health to enter the State of Montana with Great Falls Clinic, a multi-specialty practice with approximately 65 providers spanning 24 specialties. Privia is the majority owner of Privia Management Company Montana, LLC (“PMC-MT”), which provides performance operations services and technology capabilities to Great Falls Clinic as well as to new providers in Montana who join the Privia Platform. The Company performed the analysis as noted above and determined that PMC-MT does not represent a VIE as it does not meet the criteria in ASC 810 but given that Privia owns 75% of the voting interest in the entity, the entity is consolidated as a result.

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. Privia is the majority owner of Privia Management Company North Carolina, LLC (“PMC-NC”), which provides performance operation services and technology capabilities to Great Falls Clinic as well as to new providers in Montana who join the Privia Platform. The Company

performed an analysis as noted above and determined that PMC-NC does not represent a VIE as it does not meet the criteria in ASC 810 but given that Privia owns 51% of the voting interest in the entity, the entity is consolidated as a result.

Use of Estimates

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

Operating Segments

Operating Segments The Company determined in accordance with ASC 280, Segment Reporting (“ASC 280”) that the Company operates in and reports as a single operating segment, and therefore one reporting segment – Privia Health Group, Inc. Refer to Note 17 “Segment Financial Information” for additional information concerning the Company’s services.

Cash and Cash Equivalents

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

Accounts Receivable

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

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

Revenue Recognition

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

Revenue Recognition

The Company derives revenues from the following three sources: (i) FFS revenue, (ii) VBC revenue and (iii) other revenue from additional services offered by Privia to its Privia Providers or directly to patients or employers. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps:

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

ii.Identify the performance obligations in the contract;

iii.Determine the transaction price;

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

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

FFS Revenue

FFS-patient care

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

FFS-patient care revenue is reported net of provisions for contractual allowances from third-party payers and patients. The Company has certain agreements with third-party payers that provide for reimbursement at amounts different from the Company’s standard billing rates. The differences between the estimated reimbursement rates and the standard billing rates are accounted for as contractual adjustments, which are deducted from gross revenue to arrive at FFS-patient care revenue. The Company determines the Company’s

estimate of implicit price concessions based on the Company’s historical collection experience with classes of patients using a portfolio approach as a practical expedient to account for patient contracts as collective groups rather than individually. The financial statement effects of using this practical expedient are not materially different from an individual contract approach. Subsequent changes to the estimate of the transaction price (determined on a portfolio basis when applicable) are generally recorded as adjustments to revenue in the period of the change. For the years ended December 31, 2022, 2021 and 2020, changes in the Company’s estimates of implicit price concessions, contractual adjustments, and expected payments for performance obligations satisfied in prior periods were not significant.

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

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

FFS-administrative services

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

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

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

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

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

Administrative fees are reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for the provision of administration and management services to the Non-Owned Medical Groups. In addition, certain of the Company’s MSAs include rebates to the customers in the event that certain conditions occur. The Company estimates the transaction price using the most likely amount methodology and amounts are included in the net transaction price to the extent that it is probable that a significant reversal will not occur once any uncertainty associated with the variable consideration is subsequently resolved. The Company reduces the amount of FFS – administrative services revenue by the amount of any rebates earned by its customers. Rebates $2.8 million have been recorded as of December 31, 2022. No rebates were recorded for years ended December 31, 2021 and 2020.

VBC Revenue

The Company’s VBC business consists of its clinically integrated network and ACOs which bring together independent physician practices within the Company medical groups to focus on sharing data, improving care coordination, and collaborating on initiatives to improve outcomes and lower healthcare spending. The Company has contracts with the U.S. federal government and large payer organizations that are multi-year in nature typically ranging from three to five years and is paid as follows: (1) 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 the Company operate do not require such registration for risk bearing providers.

Shared Savings

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

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

Care management

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

Revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for the provision of care coordination services to its population of attributed members. The Company’s contracts with payers have a single

performance obligation that consists of a series of services for the provision of care coordination services for the population of attributed members for the duration of the contract. The transaction price for the contracts is entirely variable, as it is primarily based on a PMPM rate on monthly attributed membership, which can fluctuate during the life of the contract.

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

Other Revenue

The remainder of the Company’s revenue is derived from leveraging the Company’s existing base of providers and patients to deliver value-oriented services such as concierge services, virtual visits, virtual scribes and coding, clinical trials, behavioral health management, and partnerships with self-insured employers to offer direct primary care to their employees. CARES Act funds received have been recorded within other revenue on the statement of operation for the years ended December 31, 2021 and 2020. The Company received $0.8 million and $13.3 million in grant funds from the Provider Relief Fund under the CARES Act during the year ended December 31, 2021 and 2020. The Company did not receive Provider Relief Fund under the CARES Act during the year ended December 31, 2022.

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.

Property and Equipment, Net

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

Internal-Use Software

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

Business Combination

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

Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects the Company’s amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. During the year ended December 31, 2021, Company completed several acquisitions to strengthen its current market share in existing markets or to expand into new markets. The consideration paid for each of the acquisitions was derived through arm’s length negotiations. Each of the Company’s acquisitions was accounted for using the acquisition method pursuant to the requirements of FASB ASC Topic 805, Business Combinations (“ASC 805”). The results of operations of the acquisitions have been included in the Company’s consolidated financial statements since their respective date of acquisition. For additional details, refer to Note 3 “Business Combinations.”

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss can be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss is based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2022 or 2021.

Goodwill

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

reporting unit with its carrying amount. Any excess in the carrying value of a reporting unit’s goodwill over its fair value is recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit. The Company completes a single assessment of Goodwill as it has one reporting unit.

Intangible Assets, net

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


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

The Company reviews the carrying value of its finite-lived intangible assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. If these future undiscounted cash flows are less than the carrying value of the asset, then the carrying amount of the asset is written down to its fair value, based on the related estimated discounted future cash flows. The factors considered by management in performing this assessment include current operating results; trends and prospects; the manner in which the intangible assets are used; and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, no impairment was recorded for the years ended December 31, 2022, 2021 and 2020. For additional details, refer to Note 4 “Goodwill and Intangible Assets, Net.”

Debt Issuance Costs

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

Fair Value of Financial Instruments

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

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

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

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

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

Non-Controlling Interest

Non-Controlling Interest The non-controlling interest represents the equity interest of the non-controlling equity holders in results of operations of Complete MD Solutions LLC, Privia Management Services Organization (“PMSO”) and the Company’s Owned Medical Groups. The consolidated financial statements include all assets, liabilities, revenues, and expenses of less-than-100%-owned affiliates where the Company has a controlling financial interest. The Company has separately reflected net income attributable to the non-controlling interests in net income in the consolidated statements of operations.

Income Taxes

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

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

ASC 740 requires an entity to recognize the financial statement impact of a tax position when it is more likely than not that the position will be sustained upon examination. If the tax position meets the more likely than not recognition threshold, the tax effect is recognized at the largest amount of the benefit that has greater than a fifty percent likelihood of being realized upon ultimate

settlement. ASC 740 also provides guidance for classification, interest and penalties, accounting in interim periods, disclosure, and transition. ASC 740 requires that a liability created for unrecognized tax benefits be presented as a separate liability and not combined with deferred tax liabilities or assets. At December 31, 2022, and 2021, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized tax benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and in various state jurisdictions. As of December 31, 2022, the periods subject to examination by the Company’s major jurisdictions (federal and various states) are generally for the years December 31, 2019 through December 31, 2022.

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

Leases

The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as of January 1, 2021 using the modified retrospective transition approach for leases which existed on that date. The Company elected the package of practical expedients that permitted the Company not to reassess the Company’s prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight practical expedient. The adoption of the standard resulted in the recognition of operating right-of-use assets of approximately $6.0 million and operating lease liabilities of approximately $11.3 million.

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

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

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

Cost Of Platform

Cost of Platform

Cost of platform represents the direct costs the Company incurs to provide services to Privia Physicians and their practices. It includes third-party electronic medical records and practice management software expenses, employee-related expenses, including salaries and

employee benefits costs, stock-based compensation, as well as consulting expenses, travel-related expenses and technology related expenses for the team. Cost of platform excludes depreciation and amortization expense. Third-party electronic medical records and practice management software expenses are paid on a percentage of revenue basis, while employee-related expenses are variable based on the number of employees used to service the Company’s implemented physicians.

Sales And Marketing

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

General and Administrative

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

Stock-Based Compensation

Stock-Based Compensation The Company accounts for share-based compensation in accordance with the expense recognition provisions of ASC 718, Compensation–Stock Compensation (“ASC 718”), which requires the issuer to recognize compensation expense for all share-based payments made to employees based on the fair value of the share-based payment at the date of grant. Up until April 2021,the estimated fair value of share-based payments granted to the Company’s employees was determined using the Monte-Carlo option pricing model, which requires inputs based on certain subjective assumptions, including expected term of the option, expected stock price volatility, the risk free interest rate for a period that approximates the expected term of the option and the Company’s expected dividend yield (See Note 11 “Stockholders’ Equity”). The share-based payments granted or modified prior to April 2021 to employees of the Company do not have quoted market prices, and changes in subjective input assumptions can materially affect the fair value estimate. Since April 2021, the Company has estimated the fair value of the options granted to Company’s employees and contractors using the Black-Scholes option-pricing model. Option valuation models require several inputs, such as the expected stock price volatility, the fair value of the stock, the risk free rate, the expected term of the award and the dividend yield. The Company records share-based compensation forfeitures as a reversal of previously recognized compensation expense as the forfeitures occur.

Net (Loss) Income per Share Attributable to Common Stockholders

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

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

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Pending Adoption

Recently Adopted Accounting Pronouncements

None.

Recently Issued Accounting Pronouncements Pending Adoption

None.

Goodwill and Intangible Assets, Net - Schedule Of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	$ 65,970	$ 64,970
Less accumulated amortization	(8,583)	(5,232)
Total	57,387	59,738
Trade names
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	4,600	4,600
Less accumulated amortization	(1,917)	(1,689)
Consumer customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	2,500	2,500
Less accumulated amortization	(2,083)	(1,835)
PMG customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	600	600
Less accumulated amortization	(208)	(184)
Physician network
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	1,520	1,520
Less accumulated amortization	(127)	(26)
Payer contracts
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	2,750	2,750
Less accumulated amortization	(164)	(33)
Management Service Agreement (Complete MD) \| Management Service Agreement
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	2,200	2,200
Less accumulated amortization	(997)	(860)
Management Service Agreement (BPMC) \| Management Service Agreement
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	51,800	50,800
Less accumulated amortization	$ (3,087)	$ (605)

Commitment and Contingencies	12 Months Ended
Commitment and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies There are no material commitments and contingencies as of December 31, 2022 and 2021.

Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Total Stockholders’ Equity attributable to Privia Health Group, Inc.	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Non-controlling Interest
Beginning Balance (in shares) at Dec. 31, 2019			95,931,549
Beginning Balance at Dec. 31, 2019	$ 107,456	$ 110,212	$ 959	$ 160,375	$ (51,122)	$ (2,756)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Capital contribution	4,700	4,700		4,700
Stock option exercise (in shares)			54,268
Stock option exercise	108	108	$ 1	107
Stock-based compensation expense	484	484		484
Net (loss) income	30,904	31,244			31,244	(340)
Ending Balance (in shares) at Dec. 31, 2020			95,985,817
Ending Balance at Dec. 31, 2020	$ 143,652	146,748	$ 960	165,666	(19,878)	(3,096)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock option exercise (in shares)	1,935,302
Issuance of common stock upon closing of initial public offering (in shares)			9,725,000
Issuance of common stock upon closing of initial public offering	$ 210,994	210,994	$ 97	210,897
Issuance of common stock upon exercise of stock options and vesting of restricted stock units (in shares)			2,126,924
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	3,829	3,829	$ 21	3,808
Stock-based compensation expense	253,531	253,531		253,531
Contributed non-controlling interest	28,824					28,824
Net (loss) income	$ (190,649)	(188,230)			(188,230)	(2,419)
Ending Balance (in shares) at Dec. 31, 2021	107,837,741		107,837,741
Ending Balance at Dec. 31, 2021	$ 450,181	426,872	$ 1,078	633,902	(208,108)	23,309
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock option exercise (in shares)	6,675,810
Issuance of common stock upon exercise of stock options and vesting of restricted stock units (in shares)			6,853,067
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	$ 13,448	13,448	$ 70	13,378
Stock-based compensation expense	67,359	67,359		67,359
Contributed non-controlling interest	125					125
Net (loss) income	$ (12,064)	(8,585)			(8,585)	(3,479)
Ending Balance (in shares) at Dec. 31, 2022	114,690,808		114,690,808
Ending Balance at Dec. 31, 2022	$ 519,049	$ 499,094	$ 1,148	$ 714,639	$ (216,693)	$ 19,955

Net (Loss) Income Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net (Loss) Income Per Share

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


	For the Years Ended December 31,
(in thousands, except for share and per share amounts)	2022		2021		2020
Net (loss) income attributable to Privia Health Group, Inc. common stockholders	$	(8,585)	$	(188,230)	$	31,244
Weighted average common shares outstanding - basic and diluted	110,695,266		102,952,370		95,950,062


Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic and diluted	$	(0.08)	$	(1.83)	$	0.33

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


	For the Years Ended December 31,
	2022	2021	2020
Potentially dilutive stock options and RSUs to purchase common shares	15,581,385	20,901,103	18,300,959
Total potentially dilutive shares	15,581,385	20,901,103	18,300,959

Goodwill and Intangible Assets, Net - Narrative (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($) market	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Oct. 13, 2021 USD ($)
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 127,938	$ 126,938	$ 127,938
Number of new markets \| market	2
Amortization period		18 years
Intangible amortization expense		$ 3,351	1,312	$ 642
BPMC
Finite-Lived Intangible Assets [Line Items]
Goodwill					$ 8,275
Percentage of voting interests acquired					51.00%
Goodwill recorded for WTX Friendly Medical Group and BPMC acquisitions			$ 8,300
Goodwill measurement period adjustment		$ 1,000

- 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

Net (Loss) Income Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net (loss) income attributable to Privia Health Group, Inc. common stockholders	$ (8,585)	$ (188,230)	$ 31,244
Weighted average common shares outstanding - basic (in shares)	110,695,266	102,952,370	95,950,062
Weighted average common shares outstanding – diluted (in shares)	110,695,266	102,952,370	95,950,062
Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic (in dollars per share)	$ (0.08)	$ (1.83)	$ 0.33
Earnings per share attributable to Privia Health Group, Inc. common stockholders – diluted (in dollars per share)	$ (0.08)	$ (1.83)	$ 0.33

- Definition

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

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- Definition

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

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- Definition

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

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+ Details

Provider Liability (Tables)

12 Months Ended

Dec. 31, 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 consolidated balance sheets, were as follows:


	(Dollars in Thousands)
Balance at December 31, 2021	$	—
Incurred health care costs:
Current year	218,199
Prior years	—
Total claim incurred	218,199
Claims paid:
Current year	(189,582)
Prior year	—
Total claims paid	(189,582)
Adjustments to other claims-related liabilities	—

Balance at December 31, 2022	$	28,617

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Fair Value of Stock Option

The Company estimated the fair value of stock option grants using a Black-Scholes option pricing model with the following assumptions presented on a weighted-average basis:


	For the Years Ended December 31,
	2022		2021
Expected term in years	6.25 years		6.50 Years
Expected stock price volatility	44.0	%	40.2	%
Risk-Free interest rate	2.4	%	1.2	%
Expected dividend yield	—	%	—	%

Schedule of Stock Option, Activity

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


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2021	18,300,959	$	2.01	7.82	$	—
Granted	3,753,317	23.15
Exercised	(1,935,302)	2.02
Forfeited	(202,772)	10.87
Outstanding at December 31, 2021	19,916,202	$	5.90	9.36	$	398,117
Granted	93,793	26.35
Exercised	(6,675,810)	2.01
Forfeited	(157,464)	19.42
Balance at December 31, 2022	13,176,721	$	7.86	9.02	197,695
Exercisable at December 31, 2022	9,480,903	$	2.06	9.29	195,924

Schedule of Restricted Stock Unit, Activity

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


	Number of Shares	Grant Date Fair Value
Outstanding at January 1, 2021	—	$	—
Granted	1,199,315	23.19
Vested	(195,652)	23.00
Forfeited	(18,762)	23.00
Unvested and outstanding at December 31, 2021	984,901	$	23.23
Granted	1,679,107	24.16
Vested	(175,300)	23.68
Forfeited	(84,044)	24.32
Unvested and outstanding at December 31, 2022	2,404,664	$	23.81

Schedule of Stock-Based Compensation Expense

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


	For the Years Ended December 31,
(Dollars in Thousands)	2022		2021		2020
Cost of platform	$	13,758	$	43,888	$	—
Sales and marketing	2,711		8,944		—
General and administrative	50,890		200,699		484
Total stock-based compensation	$	67,359	$	253,531	$	484

Organization and Summary of Significant Accounting Policies - Narrative (Details)		12 Months Ended
	May 03, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) market group company segment $ / shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)	Nov. 03, 2022	Feb. 28, 2022 provider specialty	Jan. 01, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Number of markets in which entity operates \| market		10
Number of types of medical groups \| group		3
MSO, ownership percentage		100.00%
Number of MSOs where the company is at least the majority owner \| company		4
Common stock, par value (in dollars per share) \| $ / shares	$ 0.01	$ 0.01	$ 0.01
Price per share (in dollars per share) \| $ / shares	$ 23.00
Current assets		$ 551,962,000	$ 446,676,000
Current liabilities		264,274,000	190,461,000
Revenue		1,356,660,000	966,220,000	$ 817,075,000
Total operating expenses		$ 1,375,782,000	$ 1,183,656,000	791,695,000
Number of operating segments \| segment		1
Number of reportable segments \| segment		1
Social security taxes repayment deferral period		2 years
Social Security tax repayment percent, remainder of fiscal year			50.00%
Social Security tax repayment percent, year one		50.00%
Grants received		$ 0	$ 800,000	13,300,000
Number of reporting unit \| segment		1
Impairment loss		$ 0	0	0
Impairment of intangible assets (excluding goodwill)		0	0	0
Right-of-use asset		8,089,000	9,634,000
Operating lease liabilities		11,503,000
ASU 2016-02
Subsidiary, Sale of Stock [Line Items]
Right-of-use asset							$ 6,000,000
Operating lease liabilities							$ 11,300,000
IPO
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction \| shares	22,425,000
Price per share (in dollars per share) \| $ / shares	$ 23.00
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction \| shares	4,000,000
Consideration received on transaction	$ 92,000,000
Initial Public Offering And Anthem Private Placement
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of stock, gross	223,700,000
Consideration received on transaction	$ 211,000,000
Administrative Services
Subsidiary, Sale of Stock [Line Items]
Revenue		$ 2,800,000	0	$ 0
Minimum
Subsidiary, Sale of Stock [Line Items]
Estimated useful life		3 years
Minimum \| Management Services Agreements
Subsidiary, Sale of Stock [Line Items]
Revenue, period of recognition		5 years
Minimum \| Government contract
Subsidiary, Sale of Stock [Line Items]
Revenue, period of recognition		3 years
Maximum
Subsidiary, Sale of Stock [Line Items]
Estimated useful life		7 years
Maximum \| Management Services Agreements
Subsidiary, Sale of Stock [Line Items]
Revenue, period of recognition		20 years
Maximum \| Government contract
Subsidiary, Sale of Stock [Line Items]
Revenue, period of recognition		5 years
Variable Interest Entity, Primary Beneficiary \| PMG West Texas And PMG-TN
Subsidiary, Sale of Stock [Line Items]
Current assets		$ 1,400,000	4,200,000
Current liabilities		1,400,000	4,200,000
Revenue		34,900,000	5,800,000
Total operating expenses		$ 34,900,000	$ 5,800,000
Privia Medical Group Tennessee, PLLC
Subsidiary, Sale of Stock [Line Items]
Percentage of voting interests acquired					51.00%
Great Falls Clinic
Subsidiary, Sale of Stock [Line Items]
Number of providers \| provider						65
Number of specialties \| specialty						24
Non-Owned Medical Groups \| Privia Physicians
Subsidiary, Sale of Stock [Line Items]
Ownership percent		100.00%
Privia Management Company Montana LLC (PMC-MT)
Subsidiary, Sale of Stock [Line Items]
Ownership percent						75.00%

Stockholders’ Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders’ Equity

Anthem Private Placement

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

Stock option plan

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

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

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

On April 1, 2021, contingent on the consummation of the IPO, the Board of Directors approved a modification to the PH Group Parent Corp. Stock Option Plan of the vesting conditions of certain outstanding stock option grants to certain employees and consultants. The modification accelerated by one year any time vested options that were not previously 100% vested and modified the vesting condition

of the performance based options to vest 60% at IPO, 20% 12 months after IPO and 20% 18 months after the IPO. The modification also accelerated the CEO’s time based options by an additional four months such that 100% of his time based options are vested. We recognized stock-based compensation of $195.1 million in the second quarter of 2021 related to these modifications.

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

2021 Employee Stock Purchase Plan

In April 2021, the Company’s Board of Directors approved the Company’s 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP became effective upon the execution of the underwriting agreement for the Company’s IPO in April 2021. Per the Plan, shares may be newly issued shares, treasury shares or shares acquired on the open market. The Compensation Committee may elect to increase the total number of Shares available for purchase under the Plan as of the first day of each Company fiscal year following the Effective Date in an amount equal to up to one percent (1%) of the shares issued and outstanding on the immediately preceding December 31; provided that the maximum number of shares that may be issued under the Plan in any event shall be 10,278,581 shares. As of the IPO, the Company has reserved 1,027,858 shares of common stock for issuance under the 2021 ESPP. As of December 31, 2022 and 2021, no shares of been issued under this plan.

Stock option activity

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

•Volatility - The Company determines volatility based on the historical stock volatilities of a group of publicly listed guideline companies over a period equal to the expected terms of the options, as the Company does not have sufficient trading history to determine the volatility of the Company’s common stock.

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

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

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

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

The Company estimated the fair value of stock option grants using a Black-Scholes option pricing model with the following assumptions presented on a weighted-average basis:


	For the Years Ended December 31,
	2022		2021
Expected term in years	6.25 years		6.50 Years
Expected stock price volatility	44.0	%	40.2	%
Risk-Free interest rate	2.4	%	1.2	%
Expected dividend yield	—	%	—	%

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


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2021	18,300,959	$	2.01	7.82	$	—
Granted	3,753,317	23.15
Exercised	(1,935,302)	2.02
Forfeited	(202,772)	10.87
Outstanding at December 31, 2021	19,916,202	$	5.90	9.36	$	398,117
Granted	93,793	26.35
Exercised	(6,675,810)	2.01
Forfeited	(157,464)	19.42
Balance at December 31, 2022	13,176,721	$	7.86	9.02	197,695
Exercisable at December 31, 2022	9,480,903	$	2.06	9.29	195,924

RSU Activity

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


	Number of Shares	Grant Date Fair Value
Outstanding at January 1, 2021	—	$	—
Granted	1,199,315	23.19
Vested	(195,652)	23.00
Forfeited	(18,762)	23.00
Unvested and outstanding at December 31, 2021	984,901	$	23.23
Granted	1,679,107	24.16
Vested	(175,300)	23.68
Forfeited	(84,044)	24.32
Unvested and outstanding at December 31, 2022	2,404,664	$	23.81

Stock-based compensation expense

Total stock-based compensation expense was approximately $67.4 million, $253.5 million and $0.5 million for the years ended December 31, 2022 2021, 2020 respectively. A tax benefit of approximately $11.2 million and $7.1 million for the years ended December 31, 2022 and 2021, respectively, was included in the Company’s net operating loss carry-forward that could potentially reduce future tax liabilities. At December 31, 2022, there was approximately $67.1 million of unrecognized stock-based compensation expense related to unvested options and RSUs, net of forfeitures, that is expected to be recognized over a weighted-average period of 1.3 years. As of December 31, 2022, the total intrinsic value of options exercised and the total fair value of shares vested for the 2022 period was approximately $204.0 million and $108.7 million, respectively.

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


	For the Years Ended December 31,
(Dollars in Thousands)	2022		2021		2020
Cost of platform	$	13,758	$	43,888	$	—
Sales and marketing	2,711		8,944		—
General and administrative	50,890		200,699		484
Total stock-based compensation	$	67,359	$	253,531	$	484

Business Combinations

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combinations

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

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

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

The purchase price for the 2021 acquisitions were allocated as follows:


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

Accounts receivable, lease receivable, prepaids, and other current assets	$	4,735
Fixed assets	292
Accounts payable and other current liabilities assumed	(5,378)
Payer contract intangible	2,750
Physician network intangible	1,520
Management services agreement intangible	51,800
Goodwill	8,275
Fair value of non-controlling interests	(28,824)
Total acquired net assets	$	35,170

The goodwill relating to these acquisitions are primarily attributable to synergies related to assembled workforce and operational and administrative synergies. Goodwill is measured as the excess of the consideration transferred over the fair value of assets acquired and liabilities assumed on the acquisition date.

There were no acquisitions during the year ended December 31, 2022.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The benefit from income taxes for years ending December 31, 2022, 2021 and 2020 are as follows:


	December 31,
(Dollars in Thousands)	2022		2021		2020
Current:
Federal	$	—	$	—	$	—
State and Local	509		345		363
Total current	509		345		363

Deferred:
Federal	(5,478)		(23,650)		(6,440)
State and Local	(1,547)		(4,552)		(1,364)
Total deferred	(7,025)		(28,202)		(7,804)
Total benefit from incomes taxes	$	(6,516)	$	(27,857)	$	(7,441)

Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and deferred tax liabilities as of December 31, 2022 and 2021 are as follows:


(Dollars in Thousands)	December 31, 2022		December 31, 2021
Deferred tax assets
Net operating loss carryforwards	$	25,610	$	10,911
Stock compensation	22,808		28,766
Lease liability	3,010		2,416
Other accruals	437		545
Total gross tax assets	51,865		42,638
Less: valuation allowance	—		—
Total deferred tax assets	51,865		42,638

Deferred tax liabilities
Fixed and intangible assets	(9,418)		(7,980)
Right-of-use asset	(2,079)		(1,294)
Total deferred tax liabilities	(11,497)		(9,274)
Deferred tax assets, net	$	40,368	33,364

For the years ended December 31, 2022 and 2021, the Company completed an assessment of the likelihood of realizing all or some portion of its net deferred tax assets. Based on an analysis of the positive and negative evidence, the Company determined it was more likely than not that the Company will be in a position to realize the benefits of the deferred tax asset as a result of consistent profitability excluding non-recurring stock compensation charges in connection with the Company's IPO. As such, no valuation allowance was recorded in either year. As of December 31, 2022, the Company has generated federal and state net operating loss carryforwards of approximately $103.0 million and $77.2 million (post-apportioned state NOL) respectively, that begin to expire in 2034.

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


	Amount						Percent
	December 31,						December 31,
(Dollars in Thousands)	2022		2021		2020		2022		2021		2020
Tax (benefit) provision computed at Federal statutory income tax rate	$	(3,901)	$	(45,806)	$	4,927	21.0	%	21.0	%	21.0	%
Stock compensation	(2,241)		21,399		—		12.1		(9.8)		—
State tax expense, net of Federal benefit	(707)		(4,280)		1,426		3.8		2.0		6.1
Change in valuation allowance	—		—		(13,710)		—		—		(58.4)
Rate change	(538)		10		(56)		2.9		—		(0.2)
Non-controlling interest	722		488		(58)		(3.9)		(0.2)		(0.2)
Other	149		332		30		(0.8)		(0.2)		0.1
Benefit from income taxes	$	(6,516)	$	(27,857)	$	(7,441)	35.1	%	12.8	%	(31.6)	%

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

The 2022, 2021, and 2020 federal and state income tax returns are within the statute of limitations (“SOL”) and are currently not under examination by any federal or state tax authority.

The Company assesses the uncertainty in its income tax positions to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For the tax position meeting the more-likely-than-not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon the ultimate settlement with the relevant taxing authority. As of December 31, 2022 and 2021, the Company had not recorded any reserves for uncertain tax positions or related interest and penalties.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

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

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

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

+ Details

Income Taxes - Schedule of Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Amount
Tax (benefit) provision computed at Federal statutory income tax rate	$ (3,901)	$ (45,806)	$ 4,927
Stock compensation	(2,241)	21,399	0
State tax expense, net of Federal benefit	(707)	(4,280)	1,426
Change in valuation allowance	0	0	(13,710)
Rate change	(538)	10	(56)
Non-controlling interest	722	488	(58)
Other	149	332	30
Total benefit from incomes taxes	$ (6,516)	$ (27,857)	$ (7,441)
Percent
Tax (benefit) provision computed at Federal statutory income tax rate	21.00%	21.00%	21.00%
Stock compensation	12.10%	(9.80%)	0.00%
State tax expense, net of Federal benefit	3.80%	2.00%	6.10%
Change in valuation allowance	0.00%	0.00%	(58.40%)
Rate change	2.90%	0.00%	(0.20%)
Non-controlling interest	(3.90%)	(0.20%)	(0.20%)
Other	(0.80%)	(0.20%)	0.10%
Benefit from income taxes	35.10%	12.80%	(31.60%)

Account Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:


(Dollars in Thousands)	December 31, 2022		December 31, 2021
Accounts payable	$	6,731	$	2,973
Accrued employee compensation and benefits	6,177		7,491
Bonuses payable	15,203		12,292
Other accrued expenses	24,726		23,229
Total accounts payable and accrued expenses	$	52,837	$	45,985

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of (Benefit From) Provision For Income Taxes

The benefit from income taxes for years ending December 31, 2022, 2021 and 2020 are as follows:


	December 31,
(Dollars in Thousands)	2022		2021		2020
Current:
Federal	$	—	$	—	$	—
State and Local	509		345		363
Total current	509		345		363

Deferred:
Federal	(5,478)		(23,650)		(6,440)
State and Local	(1,547)		(4,552)		(1,364)
Total deferred	(7,025)		(28,202)		(7,804)
Total benefit from incomes taxes	$	(6,516)	$	(27,857)	$	(7,441)

Schedule of Deferred Tax Assets and Liabilities


(Dollars in Thousands)	December 31, 2022		December 31, 2021
Deferred tax assets
Net operating loss carryforwards	$	25,610	$	10,911
Stock compensation	22,808		28,766
Lease liability	3,010		2,416
Other accruals	437		545
Total gross tax assets	51,865		42,638
Less: valuation allowance	—		—
Total deferred tax assets	51,865		42,638

Deferred tax liabilities
Fixed and intangible assets	(9,418)		(7,980)
Right-of-use asset	(2,079)		(1,294)
Total deferred tax liabilities	(11,497)		(9,274)
Deferred tax assets, net	$	40,368	33,364

Schedule of Effective Income Tax Rate Reconciliation

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


	Amount						Percent
	December 31,						December 31,
(Dollars in Thousands)	2022		2021		2020		2022		2021		2020
Tax (benefit) provision computed at Federal statutory income tax rate	$	(3,901)	$	(45,806)	$	4,927	21.0	%	21.0	%	21.0	%
Stock compensation	(2,241)		21,399		—		12.1		(9.8)		—
State tax expense, net of Federal benefit	(707)		(4,280)		1,426		3.8		2.0		6.1
Change in valuation allowance	—		—		(13,710)		—		—		(58.4)
Rate change	(538)		10		(56)		2.9		—		(0.2)
Non-controlling interest	722		488		(58)		(3.9)		(0.2)		(0.2)
Other	149		332		30		(0.8)		(0.2)		0.1
Benefit from income taxes	$	(6,516)	$	(27,857)	$	(7,441)	35.1	%	12.8	%	(31.6)	%

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets


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

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


	December 31, 2022				December 31, 2021
(Dollars in thousands)	Intangible Assets		Accumulated Amortization		Intangible Assets		Accumulated Amortization
Trade names	$	4,600	$	1,917	$	4,600	$	1,689
Consumer customer relationships	2,500		2,083		2,500		1,835
PMG customer relationships	600		208		600		184
Management Service Agreement (Complete MD)	2,200		997		2,200		860
Physician network	1,520		127		1,520		26
Payer contracts	2,750		164		2,750		33
Management Service Agreement (BPMC)	51,800		3,087		50,800		605
	65,970		$	8,583	64,970		$	5,232
Less accumulated amortization	(8,583)				(5,232)
Intangible assets, net	$	57,387			$	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)
2023	$	3,341
2024	3,258
2025	3,091
2026	3,091
2027	3,091
Thereafter	41,515
Total	$	57,387

Account Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accounts payable	$ 6,731	$ 2,973
Accrued employee compensation and benefits	6,177	7,491
Bonuses payable	15,203	12,292
Other accrued expenses	24,726	23,229
Total accounts payable and accrued expenses	$ 52,837	$ 45,985

Leases

12 Months Ended

Dec. 31, 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:


(Dollars in Thousands)	For the Year Ended December 31, 2022			For the Year Ended December 31, 2021
Operating lease cost	$	2,669		$	2,116

Cash paid for amounts included in the measurement of lease liabilities - operating leases	$	2,971		$	2,316
Weighted-average remaining lease term - operating leases	4.4 Years			5.1 Years
Weighted-average discount rate - operating leases	3.0		%	3.5		%

New ROU assets recognized in exchange for new lease liabilities	$	147		$	—

The aggregate future lease payments for operating leases in the years subsequent to December 31, 2022 are as follows:


(Dollars in Thousands)
2023	$	2,802
2024	3,047
2025	3,010
2026	2,173
2027	597
Thereafter	633
Total future lease payments	12,262
Imputed interest	(759)
Total	$	11,503

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net (loss) income	$ (12,064)	$ (190,649)	$ 30,904
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation	1,220	1,152	1,188
Amortization of intangibles	3,351	1,312	642
Amortization of debt issuance costs	687	157	134
Stock-based compensation	67,359	253,531	484
Deferred tax benefit	(7,004)	(28,411)	(7,834)
Changes in asset and liabilities:
Accounts receivable	(72,202)	(14,642)	(21,779)
Prepaid expenses and other current assets	(5,669)	(1,269)	(962)
Other non-current assets and right-of-use asset	1,383	(9,680)	1,194
Accounts payable and accrued expenses	6,852	1,262	9,706
Provider liability	67,716	33,897	24,542
Operating lease liabilities	(2,433)	13,936	0
Other long-term liabilities	(2,000)	(5,538)	672
Net cash provided by operating activities	47,196	55,058	38,891
Cash flows from investing activities
Purchases of property and equipment	(104)	(547)	(380)
Business acquisitions, net of cash acquired	0	(32,228)	0
Net cash used in investing activities	(104)	(32,775)	(380)
Cash flows from financing activities
Proceeds from initial public offering	0	223,685	0
Payments of underwriting fees, net of discounts and offering costs	0	(12,691)	0
Proceeds from non-controlling interest	125	0	0
Repayment of note payable	(33,250)	(875)	(875)
Proceeds from exercised stock options	13,448	3,829	108
Debt issuance costs	0	(287)	0
Proceeds from line of credit	0	0	10,000
Line of credit payments	0	0	(10,000)
Net cash (used in) provided by financing activities	(19,677)	213,661	(767)
Net increase in cash and cash equivalents	27,415	235,944	37,744
Cash and cash equivalents at beginning of period	320,577	84,633	46,889
Cash and cash equivalents at end of period	347,992	320,577	84,633
Supplemental disclosure of cash flow information:
Interest paid	713	888	1,928
Income taxes paid	307	504	381
Conversion of notes payable to related parties to capital contribution	$ 0	$ 0	$ 4,700

Net (Loss) Income Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Net (Loss) Income Per Share

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


	For the Years Ended December 31,
(in thousands, except for share and per share amounts)	2022		2021		2020
Net (loss) income attributable to Privia Health Group, Inc. common stockholders	$	(8,585)	$	(188,230)	$	31,244
Weighted average common shares outstanding - basic and diluted	110,695,266		102,952,370		95,950,062


Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic and diluted	$	(0.08)	$	(1.83)	$	0.33

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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


	For the Years Ended December 31,
	2022	2021	2020
Potentially dilutive stock options and RSUs to purchase common shares	15,581,385	20,901,103	18,300,959
Total potentially dilutive shares	15,581,385	20,901,103	18,300,959

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 347,992	$ 320,577
Accounts receivable	189,604	117,402
Prepaid expenses and other current assets	14,366	8,697
Total current assets	551,962	446,676
Non-current assets:
Property and equipment, net	3,386	4,502
Right-of-use asset	8,089	9,634
Intangible assets, net	57,387	59,738
Goodwill	126,938	127,938
Deferred tax asset	40,368	33,364
Other non-current assets	4,683	4,521
Total non-current assets	240,851	239,697
Total assets	792,813	686,373
Current liabilities:
Accounts payable and accrued expenses	52,837	45,985
Provider liability	208,424	140,708
Current portion of note payable	0	875
Operating lease liabilities, current	3,013	2,893
Total current liabilities	264,274	190,461
Non-current liabilities:
Note payable, net of current portion	0	31,688
Operating lease liabilities, non-current	8,490	11,043
Other non-current liabilities	1,000	3,000
Total non-current liabilities	9,490	45,731
Total liabilities	273,764	236,192
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, $0.01 par value, 1,000,000,000 and 1,000,000,000 shares authorized; 114,690,808 and 107,837,741 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively	1,148	1,078
Additional paid-in capital	714,639	633,902
Accumulated deficit	(216,693)	(208,108)
Total Privia Health Group, Inc. stockholders’ equity	499,094	426,872
Non-controlling interest	19,955	23,309
Total stockholders’ equity	519,049	450,181
Total liabilities and stockholders’ equity	$ 792,813	$ 686,373

Concentrations of Credit Risk	12 Months Ended
Concentrations of Credit Risk	Dec. 31, 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 the Company’s cash and cash equivalents are managed by reputable financial institutions, the Company’s cash balances with the individual institutions may at times exceed the federally insured limits. At December 31, 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% for each of the twelve month periods ended December 31, 2022, 2021, and 2020, respectively. The Company evaluates accounts receivable to determine if they will ultimately be collected. In performing this evaluation, significant judgments and estimates are involved, such as past experience, credit quality, age of the receivable balance and current economic conditions that may affect ability to pay. As of December 31, 2022 and 2021, the Company had six payers within the network that made up approximately 67% and 68% of accounts receivable, respectively.

Revenue Recognition - Percentages By Source of Net Operating Revenue (Details) - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer Benchmark \| Commercial insurers
Concentration Risk [Line Items]
Concentration risk percentage	70.00%	69.00%	69.00%
Revenue Benchmark
Concentration Risk [Line Items]
Concentration risk percentage	100.00%	100.00%	100.00%
Revenue Benchmark \| Government payers
Concentration Risk [Line Items]
Concentration risk percentage	16.00%	17.00%	17.00%
Revenue Benchmark \| Patient
Concentration Risk [Line Items]
Concentration risk percentage	14.00%	14.00%	14.00%

Revenue Recognition

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

The following table presents the Company’s revenues disaggregated by source:


	For the Years Ended December 31,
(Dollars in Thousands)	2022		2021		2020
FFS-patient care	$	869,165	$	772,482	$	647,314
FFS-administrative services	94,929		68,805		58,278
Capitated revenue	218,463		—		—
Shared savings	132,615		83,016		66,414
Care management fees (PMPM)	35,541		36,503		26,766
Other revenue	5,947		5,414		18,303
Total Revenue	$	1,356,660	$	966,220	$	817,075

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


	For the Years Ended December 31,
	2022		2021		2020
Commercial insurers	70	%	69	%	69	%
Government payers	16	%	17	%	17	%
Patient	14	%	14	%	14	%
	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:


(Dollars in Thousands)	December 31, 2022		December 31, 2021
Balances for contracts with customers
Accounts receivable	$	189,604	$	117,402

Remaining Performance Obligations

The Company does not disclose the value of 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 the Company’s patients typically are under no obligation to continue receiving services at the Company’s 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
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 12
-Subparagraph (b)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-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

Leases - Schedule Of Future Lease Payment (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 2,802
2024	3,047
2025	3,010
2026	2,173
2027	597
Thereafter	633
Total future lease payments	12,262
Imputed interest	(759)
Total	$ 11,503

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Feb. 22, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
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 Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Entity Common Stock, Shares Outstanding		114,997,495
Entity Public Float			$ 1,470
Documents Incorporated by Reference	Portions of the information called for by Part III of this Annual Report on Form 10-K is hereby incorporated by reference from the proxy statement for the registrant’s 2023 annual meeting of stockholders, which proxy statement will be filed with the Securities and Exchange Commission no later than 120 days after the registrant’s fiscal year ended December 31, 2022.
Entity Central Index Key	0001759655
Amendment Flag	false
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022

Note Payable - Narrative (Details) - USD ($)				12 Months Ended
Note Payable - Narrative (Details) - USD ($)	Jun. 24, 2022	Aug. 27, 2021	Nov. 15, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Aug. 26, 2021
Debt Instrument [Line Items]
Debt Issuance costs Amortization				$ 700,000	$ 200,000	$ 100,000
Interest (income) expense, net				500,000	1,100,000	$ 1,900,000
Term Loan
Debt Instrument [Line Items]
Amount of loan			$ 35,000,000
Proceeds from issuance of long-term debt			$ 35,000,000
Prepayment premium percentage		1.00%
Note payable	$ 33,100,000			0	33,250,000
Debt Issuance costs Amortization	$ 600,000
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%
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%

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 1,356,660	$ 966,220	$ 817,075
Operating expenses:
Provider expense	1,051,040	727,827	629,487
Cost of platform	170,838	174,731	105,006
Sales and marketing	19,741	22,750	11,343
General and administrative	129,592	255,884	44,016
Depreciation and amortization	4,571	2,464	1,843
Total operating expenses	1,375,782	1,183,656	791,695
Operating (loss) income	(19,122)	(217,436)	25,380
Interest (income) expense, net	(542)	1,070	1,917
(Loss) income before benefit from income taxes	(18,580)	(218,506)	23,463
Benefit from income taxes	(6,516)	(27,857)	(7,441)
Net (loss) income	(12,064)	(190,649)	30,904
Less: Loss attributable to non-controlling interests	(3,479)	(2,419)	(340)
Net (loss) income attributable to Privia Health Group, Inc.	$ (8,585)	$ (188,230)	$ 31,244
Net (loss) income per share attributable to Privia Health Group, Inc. stockholders – basic (in dollars per share)	$ (0.08)	$ (1.83)	$ 0.33
Net (loss) income per share attributable to Privia Health Group, Inc. stockholders – diluted (in dollars per share)	$ (0.08)	$ (1.83)	$ 0.33
Weighted average common shares outstanding - basic (in shares)	110,695,266	102,952,370	95,950,062
Weighted average common shares outstanding – diluted (in shares)	110,695,266	102,952,370	95,950,062

Business Combinations (Details) - USD ($) $ in Thousands	12 Months Ended
Business Combinations (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Oct. 13, 2021
Business Acquisition, Contingent Consideration [Line Items]
Cash paid, net of cash acquired	$ 0	$ 32,228	$ 0
Goodwill	$ 126,938	127,938
BPMC
Business Acquisition, Contingent Consideration [Line Items]
Cash paid, net of cash acquired		32,228
Contingent payables		2,942
Total consideration		$ 35,170
Accounts receivable, lease receivable, prepaids, and other current assets				$ 4,735
Fixed assets				292
Accounts payable and other current liabilities assumed				(5,378)
Goodwill				8,275
Fair value of non-controlling interests				(28,824)
Total acquired net assets				35,170
BPMC \| Payer contract intangible
Business Acquisition, Contingent Consideration [Line Items]
Intangible assets				2,750
BPMC \| Physician network intangible
Business Acquisition, Contingent Consideration [Line Items]
Intangible assets				1,520
BPMC \| Management services agreement intangible
Business Acquisition, Contingent Consideration [Line Items]
Intangible assets				$ 51,800

Segment Financial Information	12 Months Ended
Segment Financial Information	Dec. 31, 2022
Segment Reporting [Abstract]
Segment Financial Information	Segment Financial Information The Company determined in accordance with ASC Topic 280, Segment Reporting (“ASC 280”), that the Company operates in and reports as a single operating segment, which is to care for its patients’ needs. Operating segments are identified as components of an enterprise where separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, who reviews financial operating results on a regular basis for the purpose of allocating resources and evaluating financial performance. The Company defines its CODM as its Chief Executive Officer, who regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. Although the Company derives its revenues from a number of different geographic regions, the Company neither allocates resources based on the operating results from the individual regions, nor manages each individual region as a separate business unit. The Company’s CODM manages the operations on a consolidated basis to make decisions about overall corporate resource allocation and to assess overall corporate profitability. As of December 31, 2022 and 2021, all of the Company’s long-lived assets were located in the United States.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Note Payable - Schedule of Long Term Debt (Details) - Term Loan - USD ($) $ in Thousands	Dec. 31, 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

Net (Loss) Income Per Share - Schedule Of Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Potentially dilutive stock options and RSUs to purchase common shares	15,581,385	20,901,103	18,300,959

Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Valuation allowance	$ 0	$ 0
Net operating loss carryforwards, Federal	103,000,000
Net operating loss carryforwards, State	$ 77,200,000

Stockholders’ Equity - Schedule of Fair Value of Stock Option (Details) - Options	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term in years	6 years 3 months	6 years 6 months
Expected stock price volatility	44.00%	40.20%
Risk-Free interest rate	2.40%	1.20%
Expected dividend yield	0.00%	0.00%

Income Taxes - Schedule of Deferred Tax Assets And Liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Net operating loss carryforwards	$ 25,610,000	$ 10,911,000
Stock compensation	22,808,000	28,766,000
Lease liability	3,010,000	2,416,000
Other accruals	437,000	545,000
Total gross tax assets	51,865,000	42,638,000
Less: valuation allowance	0	0
Total deferred tax assets	51,865,000	42,638,000
Deferred tax liabilities
Fixed and intangible assets	(9,418,000)	(7,980,000)
Right-of-use asset	(2,079,000)	(1,294,000)
Total deferred tax liabilities	(11,497,000)	(9,274,000)
Deferred tax assets, net	$ 40,368,000	$ 33,364,000

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

Note Payable (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Debt

The Company’s Credit Facilities consists of the following:


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

Provider Liability

12 Months Ended

Dec. 31, 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 December 31, 2022. The Company uses judgment to determine the appropriate assumptions for developing the required estimates.

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


	(Dollars in Thousands)
Balance at December 31, 2021	$	—
Incurred health care costs:
Current year	218,199
Prior years	—
Total claim incurred	218,199
Claims paid:
Current year	(189,582)
Prior year	—
Total claims paid	(189,582)
Adjustments to other claims-related liabilities	—

Balance at December 31, 2022	$	28,617

Stockholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended	12 Months Ended
	May 03, 2021	Apr. 06, 2021	Apr. 01, 2021	Apr. 30, 2021	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Aug. 28, 2018	Jan. 17, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value (in dollars per share)	$ 0.01					$ 0.01	$ 0.01
Price per share (in dollars per share)	$ 23.00
Common stock, shares authorized (in shares)						1,000,000,000	1,000,000,000
Number of options granted						93,793	3,753,317
Unrecognized share-based compensation expense						$ 67,100
Period for recognition						1 year 3 months 18 days
Common stock, shares issued (in shares)						114,690,808	107,837,741
Share based payment expense						$ 67,359	$ 253,531	$ 484
Share based payment expense, tax benefit						11,200	$ 7,100
Fair value of shares vested						108,700
Intrinsic value of options exercised						$ 204,000
2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in shares)		10,278,581
Award percentage increase		5.00%
Options grant price percent of fair market value of company stock price (at least)		100.00%
Number of options granted		3,683,217
Unrecognized share-based compensation expense		$ 62,300
Period for recognition		4 years
2021 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized				10,278,581
Award percentage of total common stock issued and outstanding (up to)				1.00%
Common stock, shares issued (in shares)				1,027,858		0	0
Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated vesting, percent			100.00%
At IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated vesting, percent			60.00%
12months after IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated vesting, percent			20.00%
Accelerated vesting, period			12 months
18 months after IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated vesting, percent			20.00%
Accelerated vesting, period			18 months
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized									18,985,846	4,229,850
Period of acceleration			1 year
Accelerated cost					$ 195,100
Risk-Free interest rate						2.40%	1.20%
Expected stock price volatility						44.00%	40.20%
Expected term in years						6 years 3 months	6 years 6 months
Options \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of acceleration			4 months
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of instruments granted						1,679,107	1,199,315
Restricted Stock Units (RSUs) \| 2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of instruments granted		1,183,871
Private Placement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued in transaction	4,000,000
Consideration received on transaction	$ 92,000

Schedule II - Valuation and Qualifying Accounts (Details) - Income Tax Valuation Allowance - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Valuation Allowance
Balance at Beginning of Year	$ 0	$ 0	$ 13,710
Charged to costs and expenses	0	0	0
Acquisitions	0	0	0
Deductions	0	0	(13,710)
Balance at End of Year	$ 0	$ 0	$ 0

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The purchase price for the 2021 acquisitions were allocated as follows:


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

Accounts receivable, lease receivable, prepaids, and other current assets	$	4,735
Fixed assets	292
Accounts payable and other current liabilities assumed	(5,378)
Payer contract intangible	2,750
Physician network intangible	1,520
Management services agreement intangible	51,800
Goodwill	8,275
Fair value of non-controlling interests	(28,824)
Total acquired net assets	$	35,170

Organization and Summary of Significant Accounting Policies - Finite-Lived Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2022
Trade names
Finite-Lived Intangible Assets [Line Items]
Useful life	20 years
Consumer customer relationships
Finite-Lived Intangible Assets [Line Items]
Useful life	10 years
Consumer customer relationships \| FFS-patient care
Finite-Lived Intangible Assets [Line Items]
Useful life	24 years
Management services agreement \| Complete MD
Finite-Lived Intangible Assets [Line Items]
Useful life	16 years
Management services agreement \| Business Support
Finite-Lived Intangible Assets [Line Items]
Useful life	21 years
Physician network \| Abilene
Finite-Lived Intangible Assets [Line Items]
Useful life	15 years
Payer contracts \| Abilene
Finite-Lived Intangible Assets [Line Items]
Useful life	21 years

Provider Liability - Unpaid Claims (Details) - At-Risk Capitation Arrangements $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward]
Beginning balance	$ 0
Incurred health care costs:
Current year	218,199
Prior years	0
Total claim incurred	218,199
Claims paid:
Current year	(189,582)
Prior year	0
Total claims paid	(189,582)
Adjustments to other claims-related liabilities	0
Ending balance	$ 28,617

Organization and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Summary of Significant Accounting Policies

Organization

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

The Company uses the same operational and financial model in each market. As of December 31, 2022, Privia operates in ten markets: 1) the Mid-Atlantic Region (states of Virginia, Maryland and the District of Columbia); 2) Georgia; 3) Gulf Coast Region (Houston, Texas); 4) North Texas (Dallas/Fort Worth, Texas); 5) West Texas (Abilene, Texas); 6) Central Florida; 7) Tennessee 8) California, 9) Montana and 10) North Carolina.

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

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

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

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

Initial Public Offering

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

Basis of Presentation

All significant intercompany transactions are eliminated in consolidation.

Variable Interest Entities

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

On November 3, 2022, the Company announced a joint venture and strategic partnership with Novant Health Enterprises, a division of

The aggregated carrying value of the current VIE assets and liabilities included in the consolidated balance sheets after elimination of intercompany transactions and balances were $1.4 million and $1.4 million, respectively, as of December 31, 2022 and $4.2 million and $4.2 million respectively, as of December 31. 2021. Total revenues and operating expenses were $34.9 million and $34.9 million, respectively, as of December 31, 2022, and $5.8 million and $5.8 million, respectively, as of December 31, 2021.

Emerging Growth Company Status

Based on the aggregate worldwide market value of the Company shares of common stock held by the Company’s non-affiliate stockholders on June 30, 2022, as of December 31, 2022, the Company has become a“large-accelerated filer” and have lost emerging growth status for the year ended December 31, 2022.

Use of Estimates

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

Operating Segments

The Company determined in accordance with ASC 280, Segment Reporting (“ASC 280”) that the Company operates in and reports as a single operating segment, and therefore one reporting segment – Privia Health Group, Inc. Refer to Note 17 “Segment Financial Information” for additional information concerning the Company’s services.

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

As the COVID-19 pandemic evolves, disruptions caused by the pandemic and recurring COVID-19 outbreaks, including outbreaks caused by different virus variants, could potentially impact the Company and its future results of operations, cash flows and financial position.

On March 27, 2020, the CARES Act was passed. It is intended to provide economic relief to individuals and businesses affected by the coronavirus pandemic. It also contains provisions related to healthcare providers’ operations and the issues caused by the coronavirus pandemic. The following are significant economic impacts for the Company and its subsidiaries as a result of specific provisions of the CARES Act for the year ended December 31, 2022 and 2021:

•The Company elected to defer its portion of Social Security taxes in 2020, which was repaid over two years as follows: 50% at the end of 2021 and 50% at the end of 2022; and

•The Company received $0.8 million and $13.3 million in grant funds from the Provider Relief Fund under the CARES Act during the year ended December 31, 2021 and 2020. The Company did not receive Provider Relief Fund under the CARES Act during the year ended December 31, 2022.

Cash and Cash Equivalents

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

Accounts Receivable

Unearned Revenue

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

Property and Equipment, Net

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

Internal-Use Software

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

Business Combination

Impairment of Long-Lived Assets

Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss can be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss is based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2022 or 2021.

Goodwill

For the years ended December 31, 2022, 2021 and 2020, there was no impairment loss related to goodwill. For additional details, refer to Note 4 “Goodwill and Intangible Assets, Net.”

Intangible Assets, net


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

Debt Issuance Costs

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

Revenue Recognition

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

ii.Identify the performance obligations in the contract;

iii.Determine the transaction price;

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

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

FFS Revenue

FFS-patient care

FFS-administrative services

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

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

VBC Revenue

Capitated Revenue

Neither the Company nor any of its affiliates are a registered insurance company as state law in the states in which the Company operate do not require such registration for risk bearing providers.

Shared Savings

Care management

Other Revenue

Fair Value of Financial Instruments

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

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

Non-Controlling Interest

The non-controlling interest represents the equity interest of the non-controlling equity holders in results of operations of Complete MD Solutions LLC, Privia Management Services Organization (“PMSO”) and the Company’s Owned Medical Groups. The consolidated financial statements include all assets, liabilities, revenues, and expenses of less-than-100%-owned affiliates where the Company has a controlling financial interest. The Company has separately reflected net income attributable to the non-controlling interests in net income in the consolidated statements of operations.

Income Taxes

At December 31, 2022, and 2021, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized tax benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and in various state jurisdictions. As of December 31, 2022, the periods subject to examination by the Company’s major jurisdictions (federal and various states) are generally for the years December 31, 2019 through December 31, 2022.

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.

Leases

Provider Expense

Cost of Platform

Sales and Marketing

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

General and Administrative

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

Stock-Based Compensation

The Company accounts for share-based compensation in accordance with the expense recognition provisions of ASC 718, Compensation–Stock Compensation (“ASC 718”), which requires the issuer to recognize compensation expense for all share-based payments made to employees based on the fair value of the share-based payment at the date of grant. Up until April 2021,the estimated fair value of share-based payments granted to the Company’s employees was determined using the Monte-Carlo option pricing model, which requires inputs based on certain subjective assumptions, including expected term of the option, expected stock price volatility, the risk free interest rate for a period that approximates the expected term of the option and the Company’s expected dividend yield (See Note 11 “Stockholders’ Equity”). The share-based payments granted or modified prior to April 2021 to employees of the Company do not have quoted market prices, and changes in subjective input assumptions can materially affect the fair value estimate. Since April 2021, the Company has estimated the fair value of the options granted to Company’s employees and contractors using the Black-Scholes option-pricing model. Option valuation models require several inputs, such as the expected stock price volatility, the fair value of the stock, the risk free rate, the expected term of the award and the dividend yield. The Company records share-based compensation forfeitures as a reversal of previously recognized compensation expense as the forfeitures occur. For additional details refer to Note 11 “Stockholder Equity.”

Net (Loss) Income per Share Attributable to Common Stockholders

Recently Adopted Accounting Pronouncements

None.

Recently Issued Accounting Pronouncements Pending Adoption

None.

Segment Financial Information (Details)	12 Months Ended
Segment Financial Information (Details)	Dec. 31, 2022 segment
Segment Reporting [Abstract]
Number of operating segments	1
Number of reportable segments	1

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Disaggregation

The following table presents the Company’s revenues disaggregated by source:


	For the Years Ended December 31,
(Dollars in Thousands)	2022		2021		2020
FFS-patient care	$	869,165	$	772,482	$	647,314
FFS-administrative services	94,929		68,805		58,278
Capitated revenue	218,463		—		—
Shared savings	132,615		83,016		66,414
Care management fees (PMPM)	35,541		36,503		26,766
Other revenue	5,947		5,414		18,303
Total Revenue	$	1,356,660	$	966,220	$	817,075

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


	For the Years Ended December 31,
	2022		2021		2020
Commercial insurers	70	%	69	%	69	%
Government payers	16	%	17	%	17	%
Patient	14	%	14	%	14	%
	100	%	100	%	100	%

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

The Company has the following contract assets:


(Dollars in Thousands)	December 31, 2022		December 31, 2021
Balances for contracts with customers
Accounts receivable	$	189,604	$	117,402

Leases - Narrative (Details) - Office space	Dec. 31, 2022
Minimum
Lessee, Lease, Description [Line Items]
Lease term	2 years
Maximum
Lessee, Lease, Description [Line Items]
Lease term	9 years

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

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


(Dollars in Thousands)	December 31, 2022		December 31, 2021
Furniture and fixtures	$	1,402	$	1,110
Computer equipment	1,657		1,864
Leasehold improvements	4,855		4,827
	7,914		7,801
Less accumulated depreciation and amortization	(4,528)		(3,299)
Property and equipment, net	$	3,386	$	4,502

Concentrations of Credit Risk (Details) - institution	12 Months Ended
Concentrations of Credit Risk (Details) - institution	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Concentration Risk [Line Items]
Number of institutions in which company holds its cash and cash equivalents	2
Revenue Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage	100.00%	100.00%	100.00%
Revenue Benchmark \| Customer Concentration Risk \| Six Payers
Concentration Risk [Line Items]
Concentration risk percentage	75.00%	75.00%	75.00%
Accounts Receivable \| Customer Concentration Risk \| Six Payers
Concentration Risk [Line Items]
Concentration risk percentage	67.00%	68.00%

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2022
Retirement Benefits [Abstract]
Employee Benefit Plans	Employee Benefit Plans The Company has a voluntary 401(k) savings plan that provides a 3.0% safe harbor contribution to all employees. In addition, a minimum profit-sharing contribution is required to satisfy year end plan testing. The profit-sharing contribution was approximately 1.4% in 2022, 2021 and 2020. The Company made contributions of approximately $4.1 million, $2.3 million and $2.4 million for the years ended December 31, 2022, 2021 and 2020, respectively, recorded within cost of platform, sales and marketing and general and administrative expenses in the accompanying consolidated statements of operations.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Auditor Information [Abstract]
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Baltimore, Maryland
Auditor Firm ID	238

Stockholders’ Equity - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 67,359	$ 253,531	$ 484
Cost of platform
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	13,758	43,888	0
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	2,711	8,944	0
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 50,890	$ 200,699	$ 484

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Components of Lease Expense

The components of lease expense were as follows:


(Dollars in Thousands)	For the Year Ended December 31, 2022			For the Year Ended December 31, 2021
Operating lease cost	$	2,669		$	2,116

Cash paid for amounts included in the measurement of lease liabilities - operating leases	$	2,971		$	2,316
Weighted-average remaining lease term - operating leases	4.4 Years			5.1 Years
Weighted-average discount rate - operating leases	3.0		%	3.5		%

New ROU assets recognized in exchange for new lease liabilities	$	147		$	—

Schedule of Operating Lease Future Payments

The aggregate future lease payments for operating leases in the years subsequent to December 31, 2022 are as follows:


(Dollars in Thousands)
2023	$	2,802
2024	3,047
2025	3,010
2026	2,173
2027	597
Thereafter	633
Total future lease payments	12,262
Imputed interest	(759)
Total	$	11,503

Stockholders’ Equity - Schedule of Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of Shares
Beginning balance (in shares)	19,916,202	18,300,959
Granted (in shares)	93,793	3,753,317
Exercised (in shares)	(6,675,810)	(1,935,302)
Forfeited (in shares)	(157,464)	(202,772)
Ending balance (in shares)	13,176,721	19,916,202	18,300,959
Exercisable options (in shares)	9,480,903
Weighted- Average Exercise Price
Beginning balance (in dollars per share)	$ 5.90	$ 2.01
Granted (in dollars per share)	26.35	23.15
Exercised (in dollars per share)	2.01	2.02
Forfeited (in dollars per share)	19.42	10.87
Ending balance (in dollars per share)	7.86	$ 5.90	$ 2.01
Weighted-Average Exercise Price, Exercisable options (in dollars per share)	$ 2.06
Weighted-Average Remaining Contractual Life	9 years 7 days	9 years 4 months 9 days	7 years 9 months 25 days
Weighted-Average Remaining Contractual Life, Exercisable options	9 years 3 months 14 days
Aggregate Intrinsic Value	$ 197,695	$ 398,117	$ 0
Aggregate Intrinsic Value, Exercisable options	$ 195,924

Goodwill and Intangible Assets, Net - Schedule of Amortization Of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 3,341
2024	3,258
2025	3,091
2026	3,091
2027	3,091
Thereafter	41,515
Total	$ 57,387	$ 59,738

Related-Party Transactions	12 Months Ended
Related-Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
Related-Party Transactions	Related-Party Transactions 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. A member of our board of directors is a member of the board of trustees of Novant Health. No revenue or expense was recognized related to Novant Health for the year ended December 31, 2022.

Revenue Recognition - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Accounts receivable	$ 189,604	$ 117,402

Organization and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Finite-Lived Intangible Assets


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

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


	December 31, 2022				December 31, 2021
(Dollars in thousands)	Intangible Assets		Accumulated Amortization		Intangible Assets		Accumulated Amortization
Trade names	$	4,600	$	1,917	$	4,600	$	1,689
Consumer customer relationships	2,500		2,083		2,500		1,835
PMG customer relationships	600		208		600		184
Management Service Agreement (Complete MD)	2,200		997		2,200		860
Physician network	1,520		127		1,520		26
Payer contracts	2,750		164		2,750		33
Management Service Agreement (BPMC)	51,800		3,087		50,800		605
	65,970		$	8,583	64,970		$	5,232
Less accumulated amortization	(8,583)				(5,232)
Intangible assets, net	$	57,387			$	59,738

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 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)	114,690,808	107,837,741
Common stock, shares outstanding (in shares)	114,690,808	107,837,741

Employee Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Safe harbor contribution, percent	3.00%
Profit sharing contribution percent	1.40%	1.40%	1.40%
Plan contribution	$ 4.1	$ 2.3	$ 2.4

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease cost	$ 2,669	$ 2,116
Cash paid for amounts included in the measurement of lease liabilities - operating leases	$ 2,971	$ 2,316
Weighted-average remaining lease term - operating leases	4 years 4 months 24 days	5 years 1 month 6 days
Weighted-average discount rate - operating leases	3.00%	3.50%
New ROU assets recognized in exchange for new lease liabilities	$ 147	$ 0

Revenue Recognition - Schedule of Revenue Desegregation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 1,356,660	$ 966,220	$ 817,075
FFS-patient care
Disaggregation of Revenue [Line Items]
Revenue	869,165	772,482	647,314
FFS-administrative services
Disaggregation of Revenue [Line Items]
Revenue	94,929	68,805	58,278
Capitated Revenue
Disaggregation of Revenue [Line Items]
Revenue	218,463	0	0
Shared savings
Disaggregation of Revenue [Line Items]
Revenue	132,615	83,016	66,414
Care management fees (PMPM)
Disaggregation of Revenue [Line Items]
Revenue	35,541	36,503	26,766
Other revenue
Disaggregation of Revenue [Line Items]
Revenue	$ 5,947	$ 5,414	$ 18,303

- 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
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

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

+ Details

Property and Equipment, Net - Schedule of Property Plant And Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 7,914	$ 7,801
Less accumulated depreciation and amortization	(4,528)	(3,299)
Property and equipment, net	3,386	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	1,657	1,864
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 4,855	$ 4,827