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PRIVIA HEALTH GROUP, INC. – 10-K – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our consolidated financial statements and accompanying notes included elsewhere in this Annual Report on Form 10-K. In addition, the following discussion and analysis and information contains forward-looking statements about the business, operations and financial performance of the Company based on our current expectations that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors. including, but not limited to, those identified below and those discussed in the sections titled "Risk Factors" and "Information Regarding Forward-Looking Statements" in this Annual Report on Form 10-K.
Overview
Privia Health is a technology-driven, national physician-enablement company that collaborates with medical groups, health plans, and health systems to optimize physician practices, improve patient experiences, and reward doctors for delivering high-value care in both in-person and virtual care settings on the "Privia Platform". We directly address three of the most pressing issues facing physicians today: the transition to the VBC reimbursement model, the ever-increasing administrative requirements to operate a successful medical practice and the need to engage patients using modern user-friendly technology. We seek to accomplish these objectives by entering markets and organizing existing physicians and non-physician clinicians into a unique practice model that combines the advantages of a partnership in a large regionalMedical Group with significant local autonomy for Privia Providers joining our Medical Groups. Other thanTennessee , where ourFriendly Medical Group is actively negotiating with major health insurance plans after recently starting to operate under the "friendly PC" model, our Medical Groups are designated as in-network by all major health insurance plans in all of our markets and all Privia Providers are credentialed with such health insurance plans. Under our standard model, Privia Physicians join theMedical Group in their geographic market as an owner of theMedical Group . Certain of our Medical Groups are Owned Medical Groups, with Privia Physicians owning a minority interest. However, in those markets in which state regulations do not allow us to own physician practices, the Medical Groups are Non-Owned Medical Groups or Friendly Medical Groups. Privia Physicians who owned their own practices prior to joining Privia continue to own their Affiliated Practices, but those Affiliated Practices no longer furnish healthcare services. The Medical Groups have no ownership in the underlying Affiliated Practices, but the Affiliated Practices do provide certain services to our Medical Groups, such as use of space, non-physician staffing, equipment and supplies. We provide management services to eachMedical Group through a local MSO established with the objective of maximizing the independence and autonomy of our Affiliated Practices, while providing Medical Groups with access to VBC opportunities either directly or through Privia-owned ACOs. We have national committees that distribute quality guidance, and we employ Chief Medical Officers who provide clinical oversight and direction over the clinical affairs of the Owned Medical Groups. Additionally, we hold the provider contracts, maintain the patient records, set reimbursement rates, and negotiate payer contracts on behalf of the Owned Medical Groups.
GAAP Financial Measures
• Revenue was
ended
• Operating (loss) income was
for the years ended
• Net (loss) income attributable toPrivia Health Group, Inc. was$(188.2) million ,$31.2 million and$8.2 million for the years endedDecember 31, 2021 , 2020 and 2019, respectively.
Key Metrics and Non-GAAP Financial Measures
• Practice Collections was
the years ended
• Care Margin was
years ended
• Platform Contribution was
the years ended
• Adjusted EBITDA was
years ended
See "Key Metrics and Non-GAAP Financial Measures" for more information as to how we define and calculate Implemented Providers, Attributed lives, Practice Collections, Care Margin, Platform Contribution, Platform Contribution Margin, Adjusted EBITDA and Adjusted EBITDA Margin, and for a reconciliation of income from operations, the most comparable GAAP measure, to 66
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Care Margin, income from operations, the most comparable GAAP measure, to
Platform Contribution, and net (loss) income, the most comparable GAAP measure,
to Adjusted EBITDA.
The COVID-19 Pandemic and the Coronavirus Aid, Relief and Economic Stimulus Act
("CARES Act")
The current COVID-19 pandemic had an impact on our results of operations, cash flow and financial position for the years ended and as ofDecember 31, 2021 and 2020, as we experienced lower volumes than anticipated and shifts in the mix of services provided after the onset of the pandemic inthe United States . We are closely monitoring the impact of the pandemic on all aspects of our business including impacts to employees, customers, patients, suppliers and vendors. OnMarch 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 years ended month periods endedDecember 31, 2021 : •The Company elected to defer its portion ofSocial Security taxes in 2020, which may be repaid over two years as follows: 50% by the end of 2021 and 50% by the end of 2022. Approximately$0.8 million is recorded in accrued expenses on the balance sheet as ofDecember 31, 2021 related to this deferral and the Company intends to remit payment by the end of 2022; and •The Company received$0.8 million and$13.3 million in grant funds from theProvider Relief Fund under the CARES Act during the years endedDecember 31, 2021 and 2020, respectively. Our Revenue We recognize revenue from multiple stakeholders, including health care consumers, health insurers, federal and state governments, employers, providers and health systems. Our revenue includes (i) FFS revenue generated from providing healthcare services to patients through Privia Providers of Owned Medical Groups or administrative fees collected for providing administrative services to Non-Owned Medical Groups, (ii) VBC revenue collected on behalf of our providers, primarily shared savings (including surplus payments, shared savings, total cost of care budget payments and similar payments) and per member per month (PMPM) fees (including care management fees, management services fees, care coordination fees and all other similar administrative fees), and (iii) other revenue from additional services, such as concierge services, virtual visits, virtual scribes and coding.
FFS Revenue
We generate FFS-patient care revenue when we collect reimbursements for FFS medical services provided by Privia Providers. Our agreements with our providers have a multi-year term length and we have historically experienced a 95% provider retention rate, both of which lead to a highly predictable and recurring revenue model. Our FFS contracts with payer partners typically contain annual rate inflators and enhanced commercial FFS rates given our scale in each of our markets. As a result of receiving these rate inflators and enhancements, if we continue to be successful in expanding our provider base, we expect revenue will grow year-over-year in absolute dollars. In addition, in our FFS-patient care revenue, we include collections generated from ancillary services such as clinical laboratory, imaging and pharmacy operations. We also generate FFS-administrative services revenue by providing administration and management services to medical groups which are not owned or consolidated by us. FFS-patient care revenue represented 79.9%, 79.2% and 86.0% for the years endedDecember 31, 2021 , 2020 and 2019, respectively. FFS-administrative services revenue represented 7.1%, 7.1% and 6.2% for the years endedDecember 31, 2021 , 2020, and 2019 respectively. VBC Revenue Over time, we create incremental value for our provider partners by enabling them to succeed in VBC arrangements. We generate VBC revenue when our providers are reimbursed through traditional FFS Medicare, MSSP, Medicare Advantage, commercial payers and other existing and emerging direct payer and employer contracting programs. The revenue is collected in the form of (i) shared savings earned based on improved quality and lower cost of care for our attributed patients in VBC arrangements earned primarily through Privia-owned ACOs, and (ii) PMPM care management fees to cover costs of services typically not reimbursed under traditional FFS payment models, including population management, care coordination, advanced technology and analytics. VBC revenue represented 12.4%, 11.4% and 7.4% for the years endedDecember 31, 2021 , 2020 and 2019, respectively. We expect VBC revenue to continue to increase as a percentage of total revenue as we grow total Attributed Lives under management as well as increase risk levels undertaken across value-based arrangements.
Other Revenue
The remainder of our revenue is derived from leveraging our existing base of providers and patients to deliver value-oriented services such as virtual visits, virtual scribes and coding. Other revenue represented 0.6%, 2.2% and 0.4% of total revenue for the years endedDecember 31, 2021 , 2020 and 2019, respectively. Provider Relief Funds under the CARES Act have been recorded within other revenue on the statement of operation for the years endedDecember 31, 2021 and 2020. 67
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Key Factors Affecting Our Performance
Addition of New Providers
Our ability to increase our provider base will enable us to deliver financial growth as our providers generate both our FFS and VBC revenue. Our existing provider penetration and market share provides us with significant opportunity to grow in both existing and new geographies, and we believe the number of providers joining Privia is a key indicator of the market's recognition of the attractiveness of our platform to our providers, patients and payers. We intend to increase our provider base in existing and new markets by adding new practices and assisting our existing practices with recruiting new providers, using our in-market and national sales and marketing teams. As we add providers to the Privia Platform, we expect them to contribute incremental economics as we leverage our existing brand and infrastructure, both at the corporate and in-market levels.
Addition of New Patients
Our ability to add new patients to our provider base in existing and new markets will also enable us to deliver revenue growth in both our FFS and VBC contracts. We believe the number of attributed patient lives in VBC programs is a key driver of our VBC revenue growth. Our branding and marketing strategies to drive growth in our practices has continued to result in increased engagement with new and existing patients. We believe our continued success in growing the visibility of the Privia brand will result in increased patient panels per provider and contribute incremental revenue in both FFS and VBC for our practices.
Expansion to New Markets
Based upon our experience to date, we believe Privia can succeed in all reimbursement environments and payment models. The data we collected from older provider cohorts consistently suggest that we improve their performance in both FFS and VBC metrics over time and inform our expectations for our new markets. We believe our in-market operating structure and ability to serve providers wherever they are on their transition to VBC can benefit physicians and providers throughout theU.S. and that our solution is applicable across all 50 states. We enter a market with an asset-light operating model and employ a disciplined, uniform approach to market structure and development. We partner with market leading medical groups and health systems to form anchor relationships and align other independent, affiliated, or employed providers into a single-TIN medical group. Our business model also gives us flexibility for future, incremental growth through the acquisition of minority or majority stakes in our practices and opening de-novo, fully-owned sites of care focused on Medicare Advantage and direct contracting models. OnOctober 1, 2021 , we launched Privia Medical Group West Texas in partnership withAbilene Diagnostic Clinic , an independent multi-specialty group practice with more than 30 providers and five care center locations. This complements our established and expanding provider practice locations inNorth Texas (Dallas-Fort Worth ) and theGulf Coast region of the state. OnOctober 13, 2021 , we entered theCalifornia market through an affiliation withBASS Medical Group , one of theGreater 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 inBASS Management Services Organization, LLC , which is the exclusive provider of management services toBASS Medical Group . InFebruary 2022 , the Company announced a partnership with Surgery Partners, Inc. forPrivia Health to enter theState of Montana withGreat Falls Clinic , a multi-specialty practice with approximately 65 providers spanning 24 specialties. A wholly owned subsidiary of Surgery Partners,Great Falls Clinic will serve asPrivia Health's anchor practice in the state.Privia Health will also provide performance operations services and technology capabilities toGreat Falls Clinic as well as to new providers inMontana who join the Privia Platform.
Provider Satisfaction and Retention
Privia Providers have high satisfaction with their overall performance on our platform, and we strive to continuously improve provider well-being and patient satisfaction. Our percentage of collections model combined with high patient and provider satisfaction results in 90%+ Practice Collections predictability on a rolling twelve month forward basis. We believe these metrics demonstrate the stability of our provider base and the appeal to prospective providers and patients of our platform.
Payer Contracts and Ability to Move Markets to VBC
Our FFS and VBC revenue is dependent upon our contracts and relationships with
payers. We partner with a large and diverse set of payer groups nationally and
in each of our markets to form provider networks and to lower the overall cost
of care, and we structure bespoke contracts to help both providers and payers
achieve their objectives in a mutually aligned manner. Maintaining, supporting
and increasing the number of these contracts and relationships, particularly as
we enter new markets, is important for our long-term success.
Our ability to work within each geographic market as it evolves in its shift
towards VBC, with our experience working in all reimbursement environments,
enables providers to accelerate and succeed in their transition. Our model is
aligned with our payer partners, as we have demonstrated improved patient
outcomes while driving incremental revenue growth. We intend to accelerate the
move towards the adoption of VBC reimbursement in each market in current and
emerging payer programs. To do so, we will need to
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continue enhancing our VBC capabilities and executing on initiatives to deliver
next generation access, superior quality metrics and lower cost of care.
At the beginning of 2022,Privia Health launched three new Accountable Care Organizations (ACOs) inMaryland ,Florida andTennessee , with each participating in the Medicare Shared Savings Program (MSSP). This expands the Privia-owned ACOs to seven, including ACOs inGeorgia , Gulf Coast Texas,North Texas andVirginia . OnJanuary 5, 2022 the Company announced that itsFlorida and the Mid-Atlantic ACOs entered into capitated payer arrangements. These agreements cover healthcare services provided to approximately 23,000 Medicare Advantage beneficiaries effectiveJanuary 1, 2022 . 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 is entitled to fixed monthly fees from the third-party payer in exchange for providing healthcare services to attributed beneficiaries in Medicare Advantage plans. The fees are typically based on a percentage of the defined premium that payers receive from CMS. The Company is responsible for providing or paying for the cost of healthcare services required by those attributed beneficiaries. At-risk capitated fees are recorded 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 beneficiaries.
Components of Revenue
Our FFS revenue is primarily dependent upon the size of our provider base, payer contracted rates and patient volume. Our ability to maintain or improve pricing levels in our contracts with payers and patient volume for our providers will impact our results of operations. In addition to increasing our provider base and contracted rates over time, we also seek to increase patient volume by demonstrating the ability to provide a better patient experience that leads to higher retention rates and drives referrals to preferred, high quality and value-based providers. Our VBC revenue is primarily dependent upon the number of attributed patients in our VBC arrangements, risk levels of our payer contracts, and effective management of our patients' total cost of care. As we grow our provider base, we also expect to increase our total number of attributed patients in existing and new markets. In addition, we intend to increase the risk levels of our value-based programs as we seek a higher revenue opportunity on a per patient basis over time.
Investments in Growth
We expect to continue focusing on long-term growth through investments in our sales and marketing, our technology-enabled platform, and our operations. In addition, as we continue our efforts to move markets toward VBC, we expect to continue making additional investments in operations for an expanded suite of clinical capabilities to manage our patient population. We recently began offeringPrivia Care Partners , a more flexible provider affiliation model, to providers who do not desire to join one of our medical groups. This model will initially aggregate providers in certain of our existing markets as well as new markets who are looking solely for VBC solutions without the necessity of changing EHR providers. We will furnish population health services, reporting and analytics to such providers along with a menu of management services from which providers may choose. We launchedPrivia Care Partners onJanuary 1, 2022 with over 25,000 attributed lives in partnership with more than 300 providers in approximately 100 care center locations
Key Metrics and Non-GAAP Financial Measures
We review a number of operating and financial metrics, including the following
key metrics and non-GAAP financial measures, to evaluate our business, measure
our performance, identify trends affecting our business, formulate our business
plans, and make strategic decisions.
Key Metrics
For the Years Ended December 31,
2021 2020 2019
Implemented Providers (as of end of period) 3,317 2,550 2,482
Attributed Lives (in thousands) (as of end of
period) 786 682 704
Practice Collections (1) ($ in millions) $ 1,626.1 $
1,301.1
(1) We define Practice Collections as the total collections from all practices in all markets and all sources of reimbursement (FFS, VBC and other) that we receive for delivering care and providing our platform and associated services. Practice Collections differ from revenue by including collections from Non-Owned Medical Groups. Implemented Providers We define Implemented Providers as the total of all service professionals onPrivia Health's platform at the end of a given period who are credentialed byPrivia Health and bill for medical services, in both Owned and Non-Owned Medical Groups during that period. This includes, but is not limited to, physicians, physician assistants, and nurse practitioners. We believe that growth in the number of Implemented Providers is a key indicator of the performance of our business and expected revenue growth. This growth depends, in part, on our ability to successfully add new practices in existing markets and expand into new markets. The number of Implemented Providers increased 30.1% betweenDecember 31, 2021 and 2020 mainly due to organic growth as well as the entrance into the West 69
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and 2019, due to organic growth in our healthcare delivery business.
Attributed Lives
We define Attributed Lives as any patient that a payer deems attributed to Privia, in both Owned and Non-Owned Medical Groups, to deliver care as part of a VBC arrangement. We define our Attributed Lives as patients who have selected one of our owned or Non-Owned Medical Groups as their provider of primary care services as of the end of a particular period. The number of Attributed Lives is an important measure that impacts the amount of VBC revenue we receive. Attributed Lives increased 15.2% betweenDecember 31, 2021 and 2020 due to organic growth. While overall Attributed Lives decreased 3.1% between 2020 and 2019, attributed lives in government value-based programs increased by 20.3% and commercial value-based programs decreased by 13.7%.
Practice Collections
We define Practice Collections as the total collections from all practices in all markets and all sources of reimbursement (FFS, VBC and other) that we receive for delivering care and providing our platform and associated services. Practice Collections differ from revenue by adding collections from Non-Owned Medical Groups. Practice Collections increased 25.0% for the years endedDecember 31, 2021 when compared to the same period in 2020 and increased 14.6% between 2020 and 2019 due to organic growth of our healthcare delivery business.
Non-GAAP Financial Measures
In addition to our financial results determined in accordance with GAAP, we
believe Care Margin, Platform Contribution, Platform Contribution Margin,
Adjusted EBITDA and Adjusted EBITDA Margin are useful as non-GAAP measures to
investors as these are metrics used by management in evaluating our operating
performance and in assessing the health of our business. We use Care Margin,
Platform Contribution, Platform Contribution Margin, Adjusted EBITDA and
Adjusted EBITDA Margin to evaluate our ongoing operations and for internal
planning and forecasting purposes. We believe that these non-GAAP financial
measures, when taken together with the corresponding GAAP financial measures,
provide meaningful supplemental information regarding our performance by
excluding certain items that may not be indicative of our business, results of
operations or outlook.
However, non-GAAP financial information is presented for supplemental
informational purposes only, has limitations as an analytical tool and should
not be considered in isolation or as a substitute for financial information
presented in accordance with GAAP. In addition, other companies, including
companies in our industry, may calculate similarly-titled non-GAAP measures
differently or may use other measures to evaluate their performance, all of
which could reduce the usefulness of our non-GAAP financial measure as a tool
for comparison. A reconciliation is provided below for our non-GAAP financial
measures to the most directly comparable financial measure stated in accordance
with GAAP. Investors are encouraged to review the related GAAP financial
measures and the reconciliation of non-GAAP financial measures to their most
directly comparable GAAP financial measures, and not to rely on any single
financial measure to evaluate our business.
For the Years Ended December 31,
(amounts in thousands, except for percentages) 2021 2020 2019
Care Margin 1 ($) $ 238,393 $ 187,588 $ 163,728
Platform Contribution 1 ($) $ 107,550 $ 82,582 $ 68,472
Platform Contribution Margin 1 (%) 45.1% 44.0% 41.8%
Adjusted EBITDA 1 ($) $ 41,377 $ 29,372 $ 18,126
Adjusted EBITDA Margin 1 (%) 17.4% 15.7% 11.1%
1. See below for more information as to how we define and calculate Care Margin, Platform Contribution, Platform Contribution
Margin, Adjusted EBITDA and Adjusted EBITDA Margin and for a reconciliation of income from operations, the most comparable
GAAP measure, to Care Margin, income from operations, the most comparable GAAP measure, to Platform Contribution, and net
income, the most comparable GAAP measure, to Adjusted EBITDA.
Care Margin
We define Care Margin as total revenue less the sum of physician and practice expense. Our Care Margin generated from FFS revenue is contractual and recurring in nature, and primarily based on an individually negotiated percentage of collections for each practice that joins Privia. Our Care Margin generated from VBC revenue is based on a percentage of care management fees and shared savings collected. We view Care Margin as all of the dollars available for us to manage our business, including providing administrative support to our practices, investing in sales and marketing to attract new providers to the Privia Platform, and supporting the organization through our corporate infrastructure. We expect Care Margin will grow year-over-year in absolute dollars as we continue to expand our provider base. We would also expect our care management and shared savings economics in our VBC arrangements to improve on a per patient basis as we manage towards lower total cost of care for our Attributed Lives and move towards higher risk VBC arrangements over time. Care Margin increased 27.1% for the year endedDecember 31, 2021 when compared to the same period in 2020 and increased 14.6% between 2020 and 2019, due to organic growth of our medical practice business. 70
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In addition to our financial results determined in accordance with GAAP, we believe Care Margin, a non-GAAP measure, is useful in evaluating our operating performance. We use Care Margin to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Care Margin is helpful to our investors as it is a metric used by management in assessing the health of our business and our operating performance. The following table provides a reconciliation of operating (loss) income, the most closely comparable GAAP financial measure, to Care Margin. For the year endedDecember 31, 2021 , Cost of platform included$43.9 million of stock-based compensation expense, Sales and marketing included$8.9 million of stock-based compensation expense, and general and administrative included$200.7 million of stock-based compensation expense primarily related to the modification of outstanding options in connection with our IPO. For the Years Ended December
31,
(unaudited and amounts in thousands) 2021 2020 2019 Operating (loss) income$ (217,436) $ 25,380 $ 16,062 Depreciation and amortization 2,464 1,843 1,427 General and administrative 255,884 44,016 41,827 Sales and marketing 22,750 11,343 9,156 Cost of platform 174,731 105,006 95,256 Care margin$ 238,393 $ 187,588 $ 163,728 Platform Contribution We define Platform Contribution as total revenue less the sum of (i) physician and practice expense, (ii) cost of platform and (iii) stock-based compensation expense included in Cost of platform. The following table provides a reconciliation of operating income, the most closely comparable GAAP financial measure, to Platform Contribution. For the year endedDecember 31, 2021 , Cost of platform included$43.9 million of stock-based compensation expense, Sales and marketing included$8.9 million of stock-based compensation expense, and general and administrative included$200.7 million . For the year endedDecember 31, 2021 ,$195.1 million of this stock-based compensation expense was recognized for the modification of outstanding options in connection with our IPO. We consider platform contribution to be an important measure to monitor our performance, specific to pricing of our services, direct costs of delivering care, and cost of our platform and associated services. As a provider spends a longer time on the Privia Platform, we expect the Platform Contribution from that provider to increase both in terms of absolute dollars as well as a percent of Care Margin. We expect that this increase will be driven by improving per provider revenue economics over time as well as our ability to generate operating leverage on our in-market infrastructure costs. Platform Contribution increased 30.2% for the year endedDecember 31, 2021 when compared to the same period in 2020 and increased 26.5% between 2020 and 2019, due to organic growth of our medical practice business.
Platform Contribution Margin
We define Platform Contribution Margin as Platform Contribution as a percentage of Care Margin. We consider Platform Contribution Margin to be an important measure to monitor our performance, specific to pricing of our services, direct costs of delivering care, and cost of our platform and associated services. As a provider spends a longer time on the Privia Platform, we expect the Platform Contribution from that provider to increase both in terms of absolute dollars as well as a percent of Care Margin. We expect that this increase will be driven by improving per provider revenue economics over time as well as our ability to generate operating leverage on our in-market infrastructure costs. Platform Contribution Margin was 45.1% for the year endedDecember 31, 2021 compared to 44.0% during the same period in 2020 and 41.8% in 2019. We continue to make strategic investments to provide better service to both our patients and physicians at a pace slower than the increase in revenue. In addition to our financial results determined in accordance with GAAP, we believe platform contribution, a non-GAAP measure, is useful in evaluating our operating performance. We use Platform Contribution to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Platform Contribution is helpful to our investors as it is a metric used by management in assessing the health of our business and our operating performance. 71
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The following table provides a reconciliation of operating income, the most
closely comparable GAAP financial measure, to platform contribution:
For the Years Ended December 31,
(unaudited and amounts in thousands) 2021 2020 2019
Operating (loss) income $ (217,436) $ 25,380 $ 16,062
Depreciation and amortization 2,464 1,843 1,427
General and administrative 255,884 44,016 41,827
Sales and marketing 22,750 11,343 9,156
Stock-based compensation(1) 43,888 - -
Platform contribution $ 107,550 $
82,582
(1) Amount represents stock-based compensation expense included under Cost of Platform.
Adjusted EBITDA We define Adjusted EBITDA as net (loss) income excluding interest income, interest expense, minority interest expense / income, depreciation and amortization, stock-based compensation, severance, other one time or non-recurring expenses and the benefit from income taxes. We include Adjusted EBITDA because it is an important measure on which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis. Adjusted EBITDA has limitations as an analytical tool including: (i) Adjusted EBITDA does not reflect the impact of stock-based compensation expense or the impact of withholding shares of outstanding common stock upon vesting, and (ii) Adjusted EBITDA does not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments. Adjusted EBITDA increased 40.9% for the year endedDecember 31, 2021 , when compared to the same period in 2020 and increased 62.0% between 2020 and 2019 due to organic growth of our medical practice business.
Adjusted EBITDA Margin
We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Care Margin. We included Adjusted EBITDA Margin because it is an important measure on which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA Margin to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis. Adjusted EBITDA Margin was 17.4% for the year endedDecember 31, 2021 an increase from 15.7% for the same period in 2020 and an increase from 11.1% in 2019, due to organic growth of our medical practice business. We believe that Adjusted EBITDA, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing the health of our business and our operating performance. The following table provides a reconciliation of net (loss) income attributable to the Company, the most closely comparable GAAP financial measure, to Adjusted EBITDA: For the Years Ended December 31, (unaudited and amounts in thousands) 2021 2020 2019 Net (loss) income attributable to Privia Health Group, Inc.$ (188,230) $ 31,244 $ 8,244 Net loss attributable to non-controlling interests (2,419) (340) (299) (Benefit from) provision for income taxes (27,857) (7,441) 1,207 Interest expense 1,070 1,917 6,910 Depreciation and amortization 2,464 1,843 1,427 Stock-based compensation 253,531 484 207 Other expenses(1) 2,818 1,665 430 Adjusted EBITDA$ 41,377 $ 29,372 $ 18,126 (1) Other expenses include certain non-cash or non-recurring costs and severance costs related to employee-related expenses for certain former Company executives that were due severance based on their agreements when they left the Company 72
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Components of Results of Operations
Revenue
As noted above under "Our Revenue," revenue is earned in three main categories:
FFS revenue, VBC revenue and other revenue.
Operating Expenses
Physician and practice expenses
Physician payments are set payments made to physicians associated with Owned Medical Groups. These payments are set and adjusted as necessary, pursuant to the Owned Medical Groups' Board of Directors' approved guidelines with variances specifically approved by the Owned Medical Groups' Board of Directors. Practice related payments are used to cover an Affiliated Practice's staff salary and benefits, medical supplies, rent and other occupancy costs, insurance and office supplies. Affiliated Practices are not owned by the Company and the Company bears no responsibility for any losses incurred by Affiliated Practices. Affiliated Practices are paid a variable amount based on collections and the services provided. Cost of platform Third-party EMR and practice management software expenses are paid on a percentage of revenue basis, while we pay most of the costs of our platform on a variable basis related to the number of implemented physicians we service. In addition, expenses contain stock-based compensation related to employees that provide Cost of platform services, but exclude any depreciation and amortization expense. Software development costs that do not meet capitalization criteria are expensed as incurred. As we continue to grow, we expect the cost of platform to continue to grow at a rate slower than the revenue growth rate.
Sales and marketing
Sales and marketing expenses consist of employee-related expenses, including salaries, commissions, stock-based compensation, and employee benefits costs, for all of our employees engaged in marketing, sales, community outreach, and sales support. In addition, sales and marketing expenses also include central and community-based advertising to generate greater awareness, engagement, and retention among our current and prospective patients as well as the infrastructure required to support all of our marketing efforts.
General and administrative
Corporate, general and administrative expenses include employee-related expenses, including salaries and related costs and stock-based compensation, technology infrastructure, occupancy costs, operations, clinical and quality support, finance, legal, human resources, and development departments.
Depreciation and amortization expense
Depreciation and amortization expenses are primarily attributable to our capital investment and consist of fixed asset depreciation and amortization of intangibles considered to have definite lives. We do not allocate depreciation and amortization expenses to other operating expense categories.
Interest Expense
Interest expense consists primarily of interest payments on our outstanding
borrowings under our Term Loan Facility. See "Liquidity and Capital
Resources-General and Note Payable."
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Results of Operations
Comparison of the Years Ended
The following table sets forth our consolidated statements of operations data
for the years ended
For the Years Ended December 31,
2021 2020 Change ($) Change (%)
(in thousands)
Revenue $ 966,220 $ 817,075 $ 149,145 18.3 %
Operating expenses:
Physician and practice expense 727,827 629,487 98,340 15.6 %
Cost of platform 174,731 105,006 69,725 66.4 %
Sales and marketing 22,750 11,343 11,407 100.6 %
General and administrative 255,884 44,016 211,868 481.3 %
Depreciation and amortization 2,464 1,843 621 33.7 %
Total operating expenses 1,183,656 791,695 391,961 49.5 %
Operating (loss) income (217,436) 25,380 (242,816) (956.7) %
Interest expense 1,070 1,917 (847) (44.2) %
(Loss) income before benefit from income taxes (218,506) 23,463 (241,969) (1031.3) %
(Benefit from) provision for income taxes (27,857) (7,441) (20,416) 274.4 %
Net (loss) income (190,649) 30,904 (221,553) (716.9) %
Less: Loss attributable to non-controlling
interests (2,419) (340) (2,079) 611.5 %
Net (loss) income attributable to Privia Health
Group, Inc. $ (188,230) $ 31,244 $ (219,474) (702.5) %
Revenue
The following table presents our revenues disaggregated by source:
For the Years Ended December 31,
(Dollars in Thousands) 2021 2020 Change ($) Change (%)
FFS-patient care $ 772,482 $ 647,314 $ 125,168 19.3 %
FFS-administrative services 68,805 58,278 10,527 18.1 %
Shared savings 83,016 66,414 16,602 25.0 %
Care management fees (PMPM) 36,503 26,766 9,737 36.4 %
Other revenue 5,414 18,303 (12,889) (70.4) %
Total Revenue $ 966,220 $ 817,075 $ 149,145 18.3 %
Revenue was $966.2 million for the year ended December 31, 2021 , an increase
from $817.1 million for the year ended December 31, 2020 . Key drivers of this
revenue growth were FFS-patient care revenue increases of $125.2 million , shared
savings revenue increases of $16.6 million , care management fee increases of
$9.7 million , and FFS-administrative services increases of $10.5 million .
Revenue increases were partially offset by a decrease in other revenue of
$12.9 million related to CARES Act Provider Relief Funds in 2020 that were not
similarly granted in 2021.
Growth in FFS - patient care revenue and FFS-administrative services were
primarily attributed to an increase in visit volumes as COVID-19 restrictions
are lifted in certain states as well as the addition of new providers. Care
management fee (PMPM) growth was due mainly to an increase in the total number
of VBC contracts that include the payment of care management fees and an
increase in Attributed Lives. Shared savings growth was primarily due to more
Attributed Lives in government programs as well as performance realized in those
programs that was greater than previously estimated. The decrease in other
revenue was primarily driven by a decrease in grant funds received as part of
the CARES Act Provider Relief Fund .
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Operating Expenses
For the Years Ended December 31,
(Dollars in Thousands) 2021 2020 Change ($) Change (%)
Operating Expenses:
Physician and practice expense $ 727,827 $ 629,487 $ 98,340 15.6 %
Cost of platform 174,731 105,006 69,725 66.4 %
Sales and marketing 22,750 11,343 11,407 100.6 %
General and administrative 255,884 44,016 211,868 481.3 %
Depreciation and amortization expense 2,464 1,843 621 33.7 %
Total operating expenses $ 1,183,656 $ 791,695 $ 391,961 49.5 %
Physician and practice expenses
Physician expenses were$727.8 million for the year endedDecember 31, 2021 , an increase from$629.5 million during the same period in 2020. This increase was driven primarily by higher FFS-patient care revenue and the addition of new providers partially offset by a decrease in physician expense related to CARES Act grant receipts. Cost of platform Cost of platform expenses were$174.7 million for the year endedDecember 31, 2021 , an increase from$105.0 million during the same period in 2020. This increase was driven primarily by a$43.9 million increase in stock compensation expense, which was the result of the modification of vesting terms of options in connection with the Company's IPO, an increase of$9.6 million related to additional consulting costs, driven by growth in our direct to employer business and partnerships with certain health systems; an increase in compensation and benefits of$7.9 million driven by expansion into new markets and products; and an increase in EMR and platform technology costs of$7.3 million driven by an increase in FFS claims. Sales and marketing Sales and marketing expenses were$22.7 million for the year endedDecember 31, 2021 , an increase from$11.3 million during the same period in 2020. This increase was primarily driven by the increase of$9.0 million of stock-based compensation expense recognized during the year endedDecember 31, 2021 , primarily related to the modification of vesting terms of options in connection with the Company's IPO and an increase in compensation and benefits of$2.0 million related to same store growth and market expansion.
General and administrative
General and administrative expenses were$255.9 million for the year endedDecember 31, 2021 , an increase from$44.0 million during the same period in 2020. This increase was primarily driven by the increase of$200.2 million of stock-based compensation expense recognized during the year endedDecember 31, 2021 primarily related to the modification of vesting terms of options in connection with the Company's IPO, an increase in compensation and benefits of$6.5 million and an increase in corporate insurance of$2.8 million .
Depreciation and amortization expense
Depreciation and amortization expenses were$2.5 million for the year endedDecember 31, 2021 , an increase from$1.8 million during the same period in 2020. This increase was primarily driven by amortization of intangible assets related to the acquisition ofBASS Privia Management Company of California, LLC ("BPMC") andPrivia Medical Group West Texas, PLLC , formerly known asAbilene Diagnostic Clinic, PLLC ("PMG West Texas" or "WTX Friendly Medical Group ").
Interest expense
Interest expense was
decrease from
primarily driven by the repayment of a note payable to related parties in 2020.
Benefit from income taxes
The benefit from income taxes of$27.9 million for the year endedDecember 31, 2021 increased from$7.4 million during the same period in 2020. The benefit for the year endedDecember 31, 2021 is primarily the result of the pre-tax loss partially offset by the non-deductible stock-based compensation expense related to the modification of vesting terms of options in connection with the Company's IPO.
Net loss attributable to non-controlling interests
Net loss attributable to non-controlling interests was$2.4 million for the year endedDecember 31, 2021 , an increase from$0.3 million during the same period in 2020 and is primarily due to an increase in net loss before non-controlling interest. 75
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Comparison of the Years Ended
The following table sets forth our consolidated statements of operations data
for the years ended
For the Years Ended December 31,
(in thousands) 2020 2019 Change ($) Change (%)
Revenue $ 817,075 $ 786,360 $ 30,715 3.9 %
Operating Expenses:
Physician and practice expense 629,487 622,632 6,855 1.1 %
Cost of platform 105,006 95,256 9,750 10.2 %
Sale and marketing 11,343 9,156 2,187 23.9 %
General and administrative 44,016 41,827 2,189 5.2 %
Depreciation and amortization expense 1,843 1,427 416 29.2 %
Total operating expenses 791,695 770,298 21,397 2.8 %
Operating Income 25,380 16,062 9,318 58.0 %
Interest expense 1,917 6,910 (4,993) (72.3) %
Income (loss) before provision for (benefit
from) income taxes 23,463 9,152 14,311 156.4 %
Provision for (benefit from) income taxes (7,441) 1,207 (8,648) (716.5) %
Net income (loss) 30,904 7,945 22,959 289.0 %
Less: Net loss attributable to
non-controlling interests (340) (299) (41) 13.7 %
Net income (loss) attributable to Privia
Health Group, Inc $ 31,244 $ 8,244 $ 23,000 279.0 %
Revenue
Revenue was $817.1 million for the year ended December 31, 2020 , an increase
from $786.4 million for the year ended December 31, 2019 . Key drivers of this
revenue growth were FFS - administrative services revenue, which increased $9.8
million or 20.1%, and care management fees (PMPM), which increased $8.2 million
or 44.3%, shared savings revenue which increased $26.6 million or 66.6%, and
other revenue which increased $15.0 million or 456.0%, partially offset by a
decrease in FFS-patient care revenue of $28.8 million or 4.3%. Growth in
FFS-administrative services revenue was due mainly to the addition of a new
market for a full year in 2020 (Florida ). Care management fees (PMPM) growth was
due mainly to an increase in the total number of VBC contracts that include the
payment of care management fees. Shared savings growth was mainly due to a move
to a higher risk track in two of our markets for MSSP, which provided a larger
opportunity to earn incentive amounts, as well as the addition of a new shared
savings contract in Florida in 2020. The increase in other revenue was driven by
the grant funds received as part of the Cares Act Provider Relief Fund . The
decrease in FFS - patient care revenue was mainly attributed to certain state
and local initiatives imposed as a result of COVID-19, such as social distancing
guidelines and temporary lockdowns, partially offset by the addition of new
providers.
The following table presents our revenues disaggregated by source:
For the Years Ended December 31,
(in thousands) 2020 2019 Change ($) Change (%)
FFS-patient care $ 647,314 $ 676,157 $ (28,843) (4.3) %
FFS-administrative services 58,278 48,510 9,768 20.1 %
Shared savings 66,414 39,854 26,560 66.6 %
Care management (PMPM) 26,766 18,547 8,219 44.3 %
Other revenue 18,303 3,292 15,011 456.0 %
Total Revenue $ 817,075 $ 786,360 $ 30,715 3.9 %
Operating Expenses
For the Years Ended December 31,
(in thousands) 2020 2019 Change ($) Change (%)
Operating Expenses:
Physician and practice expense $ 629,487 $ 622,632 $ 6,855 1.1 %
Cost of platform 105,006 95,256 9,750 10.2 %
Sale and marketing 11,343 9,156 2,187 23.9 %
General and administrative 44,016 41,827 2,189 5.2 %
Depreciation and amortization expense 1,843 1,427 416 29.2 %
Total operating expenses $ 791,695 $ 770,298 $ 21,397 2.8 %
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Physician and practice expenses
Physician expenses were$629.5 million for the year endedDecember 31, 2020 , an increase from$622.6 million for the year endedDecember 31, 2019 . This increase was driven primarily the growth in implemented providers offset by some decreases in expenses related to lower FFS-patient care revenue.
Cost of platform
Cost of platform expenses were$105.0 million for the year endedDecember 31, 2020 , an increase from$95.2 million for the year endedDecember 31, 2019 . This increase was driven primarily by an increase in third-party EMR and practice management software expenses of$2.1 million , and an increase in salaries and benefits of$12.5 million to support the growth of our business, partially offset by a decrease in consulting costs of$1.3 million , and a decrease in travel of$2.3 million .
Sales and marketing
Sales and marketing expenses were$11.3 million for the year endedDecember 31, 2020 , an increase from$9.2 million for the year endedDecember 31, 2019 . This increase was driven primarily by an increase in salaries and benefits of$2.0 million related to opening a new market inTennessee as well as an increase in variable compensation related to the number of physicians joining our platform during 2020. General and administrative General and administrative expense was$44.0 million for the year endedDecember 31, 2020 , an increase from$41.8 million for the year endedDecember 31, 2019 . We recorded$0.2 million in stock based compensation in 2019 as compared to$0.5 million in 2020. In addition, there was a$2.0 million increase in consulting services due primarily to additional audit and other services performed in 2020 related to preparing to be a public company.
Depreciation and amortization expense
Depreciation and amortization expense was
31, 2019
improvements related to the office space build out that consolidated our
corporate offices.
Interest expense
Interest expense was$1.9 million for the year endedDecember 31, 2020 , a decrease from$6.9 million for the year endedDecember 31, 2019 . The decrease was primarily driven by the refinance of the Company's debt inNovember 2019 , combined with the repayment of a note payable to related parties.
(Benefit from) provision for income taxes
Benefit from income taxes increased$8.6 million for the year endedDecember 31, 2020 when compared to the same period in 2019 primarily due to the release of the valuation allowance.
Net loss attributable to non-controlling interest
Net loss attributable to non-controlling interest remained relatively consistent
for the year ended
Liquidity and Capital Resources
General
To date, we have financed our operations principally through sale of our equity, payments received from various payers and through borrowings under the Credit Facilities. As ofDecember 31, 2021 , we had cash and cash equivalents of$320.6 million . We received$211.0 million of net proceeds from the Company's IPO and Anthem private placement onMay 3, 2021 . Our cash and cash equivalents primarily consist of highly liquid investments in money market funds and cash. We believe that our cash and cash equivalents, including the proceeds from the IPO, and borrowings under the Revolving Loan Facility (as defined below) together with cash flows from operations, will provide adequate resources to fund our short-term and long-term operating and capital needs. Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties. Our actual results could vary because of, and our future capital requirements will depend on many factors, including our growth rate, and the timing and extent of spending to increase our sales and marketing activities. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or 77
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otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations, and financial condition would be adversely affected. Indebtedness
See Note 8 "Note Payable" for discussion on our Credit Facilities.
Cash Flows Overview
The Company's cash requirements within the next twelve months include physician and practice liabilities, accounts payable and accrued liabilities, current maturities of long-term debt, and purchase commitments and other obligations. We expect the cash required to meet these obligations to be primarily generated through cash flows from current operations; cash available for general corporate use; and the realization of current assets, such as accounts receivable. Based on current and anticipated levels of operations, we anticipate that net cash provided by operating activities, together with the available cash on hand atDecember 31, 2021 , should be adequate to meet anticipated cash requirements for the short term (next 12 months) and long term (beyond 12 months).
The following table presents a summary of our consolidated cash flows from
operating, investing and financing activities for the periods indicated.
For the Years Ended December 31,
2021 2020 2019
(in thousands)
Consolidated Statements of Cash Flows Data:
Net cash provided by operating activities $
55,058
Net cash used in investing activities
(32,775) (380) (5,709) Net cash provided by (used in) financing activities 213,661 (767) (10,868) Net increase in cash and cash equivalents$ 235,944 $ 37,744 $ 7,781 Operating Activities Net cash provided by operating activities was$55.1 million for the year endedDecember 31, 2021 compared to$38.9 million for the same period in 2020. Significant changes impacting net cash provided by operating activities for the year endedDecember 31, 2021 compared to the same period in 2020 were as follows: •Increase in loss of$221.5 million from income of$30.9 million of net income during the year endedDecember 31, 2020 to$190.6 million of net loss during the same period in 2021, primarily driven by the recognition of$253.5 million of non-cash stock-based compensation expense related to the modification of vesting terms of options in connection with the Company's IPO. •A reduction in the increase of$7.2 million in accounts receivable, net, for the year endedDecember 31, 2021 of$14.6 million compared to the same period in 2020 of$21.8 million , primarily driven by an increase in FFS and VBC revenue. •Decrease of$20.6 million related to the increase in deferred tax benefit for the year endedDecember 31, 2021 of$28.4 million as compared to the loss in the same period in 2020 of$7.8 million . This is primarily due to the tax benefit generated in the current year from the stock-based compensation expense related to the modification of vesting terms of options in connection with the Company's IPO. A portion of the expense is not currently deductible for tax purposes. Net cash provided by operating activities was$38.9 million for the year endedDecember 31, 2020 , an increase of$14.5 million , compared to$24.4 million for the year endedDecember 31, 2019 . Significant changes impacting net cash used in operating activities for the year endedDecember 31, 2020 as compared to the year endedDecember 31, 2019 were as follows: •Increase of$23.0 million related to an increase in net income for the year endedDecember 31, 2020 of$30.9 million compared to net income for the year endedDecember 31, 2019 of$7.9 million . •Increase of$8.9 million due to liability owed by medical practices and providers, which was an increase for the year endedDecember 31, 2020 of$24.5 million compared to an increase for the year endedDecember 31, 2019 of$15.6 million . This change is primarily driven by the increase in implemented providers and additional physician and practice expenses associated with the increase in shared savings revenue. •Increase of$7.6 million in accounts payable and accrued expenses, which was an increase for the year endedDecember 31, 2020 of$9.7 million compared to a decrease for the year endedDecember 31, 2019 of$2.1 million . This increase was mainly driven by an increase in unearned revenue.
•Offset by a
which was a decrease for the year ended
compared to a decrease for the year ended
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primarily driven by the increase in implemented providers and an increase in the
receivable related to shared savings revenue.
•Further offset by a decrease in the increase of$4.1 million in other long-term liabilities, which was an increase for the year endedDecember 31, 2019 of$0.7 million compared to an increase for the year endedDecember 31, 2018 of$4.8 million . This change is primarily driven by a tenant improvement allowance provided by the landlord for the office space consolidation.
Investing Activities
Net cash used in investing activities was
primarily due to Privia investing in two new markets during the fourth quarter
of 2021.
Net cash used in investing activities was
This decrease was driven primarily by leasehold improvements related to the
office space buildout that consolidated our corporate offices during 2019.
Financing Activities
Net cash provided by financing activities was$213.7 million for the year endedDecember 31, 2021 compared to$0.8 million used for financing activities for the same period in 2020. This increase primarily related net proceeds from the Company's IPO of$211.0 million during year endedDecember 31, 2021 , and net proceeds from stock options exercised of$3.8 million . Net cash used in financing activities was$0.8 million for the year endedDecember 31, 2020 , compared to$10.9 million for the year endedDecember 31, 2019 . This decrease primarily relates to repayments made in 2019 for note payable to related parties that did not take place in 2020 of$15.3 million , offset by the net$5.0 million increase in note payable in 2019.
Contractual Obligations, Commitments and Contingencies
Operating 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, renewal, and termination operations. Total rent expense under operating leases was$2.1 million ,$2.5 million and$3.4 million for the years endedDecember 31, 2021 , 2020 and 2019, respectively.
Off Balance Sheet Obligations. We do not have any off-balance sheet arrangements
as of
Commitments and Contingencies. See Note 13 "Commitments and Contingencies" for
further discussion on our commitments and contingencies.
Emerging Growth Company Status
We are an emerging growth company, as defined in the JOBS Act. The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act until the earlier of the date we (1) are no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance withU.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected. While our significant accounting policies are described in greater detail in Note 1, "Organization and Summary of Significant Accounting Policies," to our consolidated financial statements included elsewhere in this Annual Report, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements. 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 79
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rates, medical claims expense, cost of care expenses, operating expenses,
discount rate, contract terms and useful life from acquired assets.
Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. For additional details, refer to Note 3. "Business Combinations."
Revenue Recognition
Revenue is recognized when a customer obtains control of promised goods or
services, in an amount that reflects the consideration which the entity expects
to receive in exchange for those goods or services. The Company determines
revenue recognition through 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.
The cumulative effect of initially adopting ASC 606 was limited to reclassification of bad debt expense, from a general and administrative expense in 2018 to a contra revenue account in 2019 in the amount of$1.5 million for 2019. Bad debt expense had historically been reported within general and administrative expenses, separately from patient service revenue. Under ASC 606, the Company estimates implicit price concessions related to self-pay balances as part of estimating the original transaction price and reports such estimates as reduction of transaction price. The key judgments applicable to revenue recognition under ASC 605 and ASC 606 are similar and are described below.
FFS revenue
FFS-patient care
Our FFS-patient care revenue is primarily generated from providing healthcare services to patients. Providing medical services to patients represents our performance obligation under third party payer agreements, and accordingly, the transaction price is allocated entirely to that one performance obligation. We recognize revenue as services are rendered and approved by the Privia Providers, which is typically a single day for each service. We receive payment for services from third party payers, as well as from patients who have health insurance, but are also financially responsible for some or all of the service in the form of co-pays, coinsurance or deductibles. Patients who do not have health insurance are required to pay for their services in full. FFS-patient care revenue is reported net of provisions for contractual allowances from third-party payers and patients. We have certain agreements with third-party payers that provide for reimbursement at amounts different from our standard billing rates. The differences between the estimated reimbursement rates and the standard billing rates are accounted for as contractual adjustments, which are deducted from gross revenue to arrive at FFS-patient care revenue. We determine our estimate of implicit price concessions based on our historical collection experience with classes of patients using a portfolio approach as a practical expedient to account for patient contracts as collective groups rather than individually. The financial statement effects of using this practical expedient are not materially different from an individual contract approach. Subsequent changes to the estimate of the transaction price (determined on a portfolio basis when applicable) are generally recorded as adjustments to revenue in the period of the change. For the years endedDecember 31, 2021 , 2020, and 2019, changes in the Company's estimates of implicit price concessions and contractual adjustments to expected payments for performance obligations satisfied in prior periods were not significant.
FFS-administrative services
The Company's FFS-administrative services business provides administration and
management services pursuant to MSAs 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 RCM 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.
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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 eachNon-Owned Medical Group receives the management and administrative services each day and has concluded that an output method is appropriate for recognizing administrative services 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 Non-Owned Medical Groups. In addition, certain of our MSAs include rebates to the customers in the event that certain conditions occur. The Company estimates the transaction price using the most likely amount methodology and amounts are included in the net transaction price to the extent that it is probable that a significant reversal will not occur once any uncertainty associated with the variable consideration is subsequently resolved. No rebates have been earned as ofDecember 31, 2021 or 2020.
VBC revenue
The Company's VBC business consists of its clinically integrated network and Accountable Care Organizations which bring together independent physician practices within our medical groups to focus on sharing data, improving care coordination, and collaborating on initiatives to improve outcomes and lower healthcare spending. The Company has contracts with theU.S. federal government and large payer organizations that are multi-year in nature typically ranging from three to five years and is paid as follows: (1) Care management fees on a per member per month (PMPM) basis and (2) on a shared savings basis.
Care Management Fees (PMPM)
Under the PMPM basis, the Company is paid a PMPM rate for each covered
individual who is attributed by the payer to the Company ("attributed members").
The Company records revenue in the month for which the PMPM rate applies and the
member was attributed. The PMPM rate is based on a predetermined monthly
contractual rate for each attributed member regardless of the volume of care
coordination services provided under the contracts with the payers. The PMPM
rate varies based on payer and product.
Revenue is reported at the amount that reflects the consideration to which the
Company expects to be entitled in exchange for the provision of care
coordination services to its population of attributed members. The Company's
contracts with payers have a single performance obligation that consists of a
series of services for the provision of care coordination services for the
population of attributed members for the duration of the contract. The
transaction price for the contracts is entirely variable, as it is primarily
based on a PMPM rate on monthly attributed membership, which can fluctuate
during the life of the contract.
The majority of the Company's net PMPM transaction price relates specifically to
its efforts to transfer the service for a distinct increment of the series and
is recognized as revenue in the month in which attributed members are entitled
to care coordination services.
Shared Savings
Under the shared savings basis, the Company is offered financial incentives to increase its 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, its performance on quality of care and utilization meets or exceeds the standards set by the payers as outlined in the contracts and when savings are achieved for medical costs associated with the population of attributed members. The payers analyze the activities during the measurement period using the agreed upon benchmarks, metrics and performance criteria to determine the appropriate payments to the Company. The Company estimates the transaction price by analyzing the activities during the relevant time period in contemplation of the agreed upon benchmarks, metrics, performance criteria, and attribution criteria based on those and any other contractually defined factors. Revenue is not recorded until the price can be estimated by the Company and to the extent that it is probable that a significant reversal will not occur once any uncertainty associated with the variable consideration is subsequently resolved. Revenue is recorded during the period when the services were provided during a pre-set twelve-month annual measurement period.
Other Revenue
The remainder of our revenue is derived from leveraging our existing base of providers and patients to deliver value-oriented services such as concierge services, virtual visits, virtual scribes and coding, clinical trials, behavioral health management, and partnerships with self-insured employers to offer direct primary care to their employees. CARES Act funds received have been recorded within other revenue on the statement of operation throughDecember 31, 2021 . 81
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Variable Interest Entities
Management evaluates the Company's ownership, contractual, and other interests
in entities to determine if it has any variable interest in a variable interest
entity ("VIE"). These evaluations are complex, involve judgment, and the use of
estimates and assumptions based on available historical information, among other
factors. If the Company determines that an entity in which it holds a
contractual, or ownership, interest is a VIE and that the Company is the primary
beneficiary, the Company consolidates such entity in its consolidated financial
statements. The primary beneficiary of a VIE is the party that meets both of the
following criteria: (i) has the power to make decisions that most significantly
affect the economic performance of the VIE; and (ii) has the obligation to
absorb losses or the right to receive benefits that in either case could
potentially be significant to the VIE. Management performs ongoing reassessments
of whether changes in the facts and circumstances regarding the Company's
involvement with a VIE will cause the consolidation conclusion to change.
Changes in consolidation status are applied prospectively.
The Company evaluated its relationship with (a) Non-Owned Medical Groups and
their Affiliated Practices, (b) Friendly Medical Groups and their Affiliated
Practices, and (c) Affiliated Practices associated with Owned Medical Groups to
determine if any of these entities should be subject to consolidation. The
Company does not have ownership interest in any Affiliated Practices (whether
those of Owned Medical Groups, Non-Owned Medical Groups or Friendly Medical
Groups); nor does the Company have an ownership in Non-Owned Medical Groups or
Friendly Medical Groups. The PMSA and support services agreement ("SSA") entered
by Non-Owned Medical Groups and Friendly Medical Groups with their Privia
Physician members and the Affiliated Practices are not contractual relationships
within Privia's legal structure. The only contractual relationship between
Privia and Non-Owned Medical Groups is established through the MSA. For Friendly
Medical Groups, in addition to the MSA, the Company has a contractual
relationship, evidenced by a restriction agreement (each a "Restriction
Agreement") with its Nominee Physicians and their respective Nominee PCs.
Management has determined, based on the provisions of the MSAs between the
Company and Non-Owned Medical Groups, and after considering the requirements of
Accounting Standards Codification ("ASC") Topic 810, Consolidation ("ASC 810"),
the Company is not required to consolidate the financial position or results of
operations of the Affiliated Practices associated with Owned Medical Groups; nor
is it required to consolidate the financial position or results of operations of
Non-Owned Medical Groups (and, therefore, the Company is not required to
consolidate the Affiliated Practices of the Non-Owned Medical Groups). However,
management has determined, based on the provisions of the Restriction Agreement
by and among the Company, the Nominee Physicians and their respective Nominee
PCs, the governing documents of the Friendly Medical Groups, and after
considering the requirements of ASC 810, that the Company should consolidate the
financial position or results of operations of the Friendly Medical Groups and
the Nominee PCs, but not the Affiliated Practices of the Friendly Medical
Groups.
ASC 810 requires the Company to consolidate the financial position, results of
operations and cash flows of a Non-Owned Medical Group affiliated by means of a
service agreement if the Non-Owned Medical Group is a VIE and the Company is its
primary beneficiary. A Non-Owned Medical Group would be considered a VIE if (a)
it is thinly capitalized (i.e., the equity is not sufficient to fund the
Non-Owned Medical Group's activities without additional subordinated financial
support) or (b) the equity holders of the Non-Owned Medical Group as a group
have one of the following four characteristics: (i) lack the power to direct the
activities that most significantly affect the Non-Owned Medical Group's economic
performance, (ii) possess non-substantive voting rights, (iii) lack the
obligation to absorb the Non-Owned Medical Group's expected losses, or (iv) lack
the right to receive the Non-Owned Medical Group's expected residual returns.
The characteristics of both (a) and (b) do not exist and as such the Non-Owned
Medical Groups do not represent VIEs. Accordingly, the Company has not
consolidated the financial position, results of operations or cash flows of the
Non-Owned Medical Groups that are affiliated with the Company by means of a
service agreement for the years ended December 31, 2021 , 2020 and 2019. Each
time that it enters into a new service agreement or enters into a material
amendment to an existing service agreement, the Company considers whether the
terms of that agreement or amendment would change the elements it considers in
accordance with the VIE guidance. The same analysis was performed for the
Affiliated Practices of Owned Medical Groups, which have contractual
relationships with Privia through the SSA, and the Company determined they do
not represent VIEs as they do not meet the criteria in ASC 810 for similar
reasons outlined above.
The Company, however, does meet the criteria for consolidation of the Nominee
PCs and the Friendly Medical Groups based on the discussion above.
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 ofGoodwill as it has one reporting unit. 82
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Ta b le of Contents
Stock-Based Compensation
The Company accounts for share-based compensation in accordance with the expense
recognition provisions of ASC 718, Compensation-Stock Compensation ("ASC 718"),
which requires the issuer to recognize compensation expense for all share-based
payments made to employees based on the fair value of the share-based payment at
the date of grant. Up until April 2021,the estimated fair value of share-based
payments granted to the Company's employees was determined using the Monte-Carlo
option pricing model, which requires inputs based on certain subjective
assumptions, including expected term of the option, expected stock price
volatility, the risk free interest rate for a period that approximates the
expected term of the option and the Company's expected dividend yield (See Note
10 "Stockholders' Equity"). The share-based payments granted or modified prior
to April 2021 to employees of the Company do not have quoted market prices, and
changes in subjective input assumptions can materially affect the fair value
estimate. Since April 2021 , the Company has estimated the fair value of the
options granted to Company's employees and contractors using the Black-Scholes
option-pricing model. Option valuation models require several inputs, such as
the expected stock price volatility, the fair value of the stock, the risk free
rate, the expected term of the award and the dividend yield. The Company records
share-based compensation forfeitures as a reversal of previously recognized
compensation expense as the forfeitures occur. For additional details refer to
Note 10 "Stockholder Equity."
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