Restatement (Unaudited)

12 Months Ended

Dec. 31, 2021

Accounting Changes and Error Corrections [Abstract]

Restatement (Unaudited)

RESTATEMENT (UNAUDITED)

We restated the unaudited quarterly financial information as of and for the three months ended March 31, 2021, as of and for the three and six months ended June 30, 2021, and as of and for the three and nine months ended September 30, 2021, to correct misstatements associated with the timing of the Company’s revenue recognition for certain MRA variable consideration within Medicare Advantage contracts.

Description of Restatement Tables

See below for a reconciliation from the previously reported to the restated amounts for the periods as of and for the three months ended March 31, 2021, as of and for the three and six months ended June 30, 2021, and as of and for the three and nine months ended September 30, 2021. The previously reported amounts were derived from the Company’s registration statement on Form S-1 filed with the SEC on August 12, 2021 (the “Form S-1”) and the Quarterly Reports on Form 10-Q filed with the SEC on August 16, 2021 and November 10, 2021, respectively (the “Form 10-Qs”). These amounts are labeled as “As Previously Reported” in the table below. The amounts labeled “Adjustment” represent the effects of this Restatement.

Effects of the Restatement - Quarterly Results (Unaudited)

The tables below illustrate the impact of the restatement on the historical unaudited Condensed Consolidated Balance Sheets, the unaudited Condensed Consolidated Statements of Operations and the unaudited Condensed Consolidated Statements of Cash Flows for the interim quarters impacted, each as compared with the amounts presented in the Form S-1 and Form 10-Qs previously filed with the SEC. Additionally, as a direct consequence of the restatement, the Company recorded certain other adjustments that were considered immaterial during the restated quarterly periods. Adjustments 1 and 4 in the unaudited Condensed Consolidated Balance Sheets and unaudited Condensed Consolidated Statements of Operations represent the restatement adjustments. See all adjustments detailed in the table below.

The following table sets forth the effects of the restatement on the affected line items within the Company’s previously reported Condensed Consolidated Balance Sheets as of September 30, 2021, June 30, 2021, and March 31, 2021 (dollars in thousands):

	September 30, 2021							June 30, 2021							March 31, 2021
	As Previously Reported		Adjustments			As Restated		As Previously Reported		Adjustments			As Restated		As Previously Reported		Adjustments			As Restated
Assets
Current assets:
Cash, cash equivalents and restricted cash	$	208,913	$	—		$	208,913	$	319,277	$	—		$	319,277	$	6,602	$	—		$	6,602
Accounts receivable, net of unpaid service provider costs 1		223,644		(79,854	)		143,790		131,831		(57,888	)		73,943		88,007		(13,661	)		74,346
Inventory		1,777		—			1,777		1,176		—			1,176		1,023		—			1,023
Prepaid expenses and other current assets 2		30,788		(25	)		30,763		20,105		(704	)		19,401		15,383		(1,483	)		13,900
Total current assets		465,122		(79,879	)		385,243		472,389		(58,592	)		413,797		111,015		(15,144	)		95,871
Property and equipment, net		64,156		—			64,156		46,358		—			46,358		40,247		—			40,247
Goodwill 3		765,511		(3,182	)		762,329		546,312		(3,183	)		543,129		235,127		—			235,127
Payor relationships, net		584,265		—			584,265		395,185		—			395,185		187,051		—			187,051
Other intangibles, net		256,327		—			256,327		194,315		—			194,315		35,778		—			35,778
Other assets		4,703		—			4,703		4,654		—			4,654		7,522		—			7,522
Total assets	$	2,140,084	$	(83,061	)	$	2,057,023	$	1,659,213	$	(61,775	)	$	1,597,438	$	616,740	$	(15,144	)	$	601,596
Liabilities and stockholders’ equity / members’ capital
Current liabilities:
Current portion of notes payable	$	6,493	$	—		$	6,493	$	5,488	$	—		$	5,488	$	4,800	$	—		$	4,800
Current portion of equipment loans		513		—			513		324		—			324		319		—			319
Current portion of finance lease liabilities		1,006		—			1,006		978		—			978		973		—			973
Current portion of contingent consideration		8,406		—			8,406		12,347		—			12,347		3,046		—			3,046
Accounts payable and accrued expenses 4		76,654		(17,994	)		58,660		46,465		(11,495	)		34,970		39,870		(3,344	)		36,526
Deferred revenue		1,815		—			1,815		1,313		—			1,313		1,313		—			1,313
Current portions due to sellers 5		24,687		—			24,687		22,020		(575	)		21,445		34,798		(575	)		34,223
Other current liabilities 6		20,000		12,704			32,704		3,734		4,653			8,387		1,951		2,335			4,286
Total current liabilities		139,574		(5,290	)		134,284		92,669	$	(7,417	)	$	85,252		87,070	$	(1,584	)	$	85,486

1 Reflects a reduction to accounts receivable and capitated revenue as a result of the reduced MRA estimate.

2 Corrects insurance payments originally recorded as prepaid insurance but subsequently recorded in selling, general and administrative expense.

3 Reflect the correction of an error in the purchase price allocation for the University acquisition to reduce goodwill and other current liabilities.

4 Reflects reductions to accounts payable and accrued expenses and direct patient expense as a result of the decrease in estimated provider payments corresponding to the reduced MRA estimate.

5 Corrects accrual for compensation-related costs due to sellers of acquired businesses recorded in transaction costs and other.

6 Reflects a reclassification from accounts receivable, net of unpaid service provider costs for plans that are in a net deficit position to other current liabilities.

Notes payable, net of current portion and debt issuance costs		916,111			—			916,111			525,830			—			525,830			456,102			—			456,102
Warrant liabilities		138,493			—			138,493			123,843			—			123,843			—			—			—
Equipment loans, net of current portion		1,454			—			1,454			891			—			891			791			—			791
Long term portion of finance lease liabilities		1,559			—			1,559			1,667			—			1,667			1,871			—			1,871
Deferred rent		5,387			—			5,387			4,868			—			4,868			3,599			—			3,599
Deferred revenue, net of current portion		4,698			—			4,698			4,623			—			4,623			4,951			—			4,951
Due to sellers, net of current portion		170			—			170			—			—			—			—			—			—
Contingent consideration		38,300			—			38,300			—			—			—			2,412			—			2,412
Other liabilities		36,325			—			36,325			16,471			—			16,471			12,800			—			12,800
Total liabilities		1,282,071			(5,290	)		1,276,781			770,862			(7,417	)		763,445			569,596			(1,584	)		568,012
Stockholders’ Equity / Members’ Capital
Shares of Class A common stock		17			—			17			17			—			17			—			—			—
Shares of Class B common stock		31			—			31			31			—			31			—			—			—
Members’ capital		—			—			—			—			—			—			157,662			—			157,662
Additional paid-in capital		363,060			5,292			368,352			389,892			(33,653	)		356,239			—			—			—
Accumulated deficit		(52,547	)		(26,876	)		(79,423	)		(37,640	)		(18,547	)		(56,187	)		(110,383	)		(13,560	)		(123,943	)
Notes receivable, related parties		—			—			—			(136	)		—			(136	)		(135	)		—			(135	)
Total Stockholders’ Equity / Members’ Capital attributable to Class A common stockholders		310,561			(21,584	)		288,977			352,164			(52,200	)		299,964			47,144			(13,560	)		33,584
Non-controlling interests		547,452			(56,187	)		491,265			536,187			(2,158	)		534,029			—			—			—
Total Stockholders’ Equity / Members’ Capital		858,013			(77,771	)		780,242			888,351			(54,358	)		833,993			47,144			(13,560	)		33,584
Total Liabilities and Stockholders’ Equity / Members’ Capital	$	2,140,084		$	(83,061	)	$	2,057,023		$	1,659,213		$	(61,775	)	$	1,597,438		$	616,740		$	(15,144	)	$	601,596

The following tables set forth the effects of the restatement on the affected line items within the Company’s previously reported Condensed Consolidated Statements of Operations for the quarterly periods ended September 30, 2021, June 30, 2021, and March 31, 2021 (dollars in thousands):

	September 30, 2021									June 30, 2021									March 31, 2021
	As Previously Reported			Adjustments			As Restated			As Previously Reported			Adjustments			As Restated			As Previously Reported			Adjustments			As Restated
Revenue:
Capitated revenue 1	$	501,780		$	(28,017	)	$	473,763		$	379,210		$	(49,726	)	$	329,484		$	267,051		$	(5,694	)	$	261,357
Fee-for-service and other revenue2		25,018			150			25,168			13,953			144			14,097			13,084			161			13,245
Total revenue		526,798			(27,867	)		498,931			393,163			(49,582	)		343,581			280,135			(5,533	)		274,602
Operating expenses:
Third-party medical costs3		379,316			2,000			381,316			291,816			—			291,816			195,046			—			195,046
Direct patient expense 4		57,708			(7,340	)		50,368			43,782			(8,175	)		35,607			34,287			(50	)		34,237
Selling, general and administrative expenses 5		75,926			692			76,618			46,574			585			47,159			34,848			161			35,009
Depreciation and amortization expense		16,955			—			16,955			7,945			—			7,945			5,846			—			5,846
Transaction costs and other 6		6,528			738			7,266			16,374			(756	)		15,618			9,239			—			9,239
Total operating expenses		536,433			(3,910	)		532,523			406,491			(8,346	)		398,145			279,266			111			279,377
Income (loss) from operations		(9,635	)		(23,957	)		(33,592	)		(13,328	)		(41,236	)		(54,564	)		869			(5,644	)	$	(4,775	)
Other income and expense:
Interest expense		(16,023	)		—			(16,023	)		(9,714	)		—			(9,714	)		(10,626	)		—			(10,626	)
Interest income		1			—			1			1			—			1			1			—			1
Loss on extinguishment of debt		—			—			—			(13,225	)		—			(13,225	)		—			—			—
Change in fair value of warrant liabilities		(14,650	)		—			(14,650	)		39,215			—			39,215			—			—			—
Other income (expense)		(29	)		—			(29	)		(25	)		—			(25	)		—			—			—
Total other income (expense)		(30,701	)		—			(30,701	)		16,252			—			16,252			(10,625	)		—			(10,625	)

1 Reflects a decrease to capitated revenue and accounts receivable as a result of the reduced MRA estimate.

2 Reflects a reclassification of sublease income to fee-for-service and other revenue from selling, general and administrative.

3 Reflects an increase to third-party medical costs and reduction of accounts receivable.

4 Reflects reductions to direct patient expense and accounts payable and accrued expenses as a result of the decrease in estimated provider payments corresponding to the reduced MRA estimate.

5 Corrects stock-based compensation expense with a corresponding increase in additional paid in capital and the reclassification of sublease income to fee-for-service and other revenue..

6 Corrects a professional fee accrual offset by an accrual for certain other compensation-related costs due to sellers of acquired businesses.

Net income (loss) before income tax expense (benefit)		(40,336	)		(23,957	)		(64,293	)		2,924			(41,236	)		(38,312	)		(9,756	)		(5,644	)		(15,400	)
Income tax expense (benefit)		547			—			547			(2,023	)		—			(2,023	)		714			—			714
Net income (loss)	$	(40,883	)	$	(23,957	)	$	(64,840	)	$	4,947		$	(41,236	)	$	(36,289	)	$	(10,470	)	$	(5,644	)	$	(16,114	)
Net loss attributable to non-controlling interests		(26,246	)		(15,356	)		(41,602	)		(4,533	)		(36,311	)		(40,844	)		(10,470	)		(5,644	)		(16,114	)
Net income (loss) attributable to Class A common stockholders	$	(14,637	)	$	(8,601	)	$	(23,238	)	$	9,480		$	(4,925	)	$	4,555		$	—		$	—		$	—
Net income (loss) per share attributable to Class A common stockholders, basic	$	(0.09	)				$	(0.14	)	$	0.06					$	0.03			N/A						N/A
Net loss per share attributable to Class A common stockholders, diluted	$	(0.09	)				$	(0.14	)	$	(0.03	)				$	(0.06	)		N/A						N/A
Weighted-average shares used in computation of earnings per share:
Basic		170,871,429						170,871,429			167,134,853						167,134,853			N/A						N/A
Diluted		170,871,429						477,255,983			168,884,315						168,884,315			N/A						N/A

The following tables set forth the effects of the Restatement on the affected line items within the Company’s previously reported unaudited Condensed Consolidated Statements of Operations for the year-to-date periods ended September 30, 2021 and June 30, 2021 (dollars in thousands):

	Nine Months Ended September 30, 2021									Six Months Ended June 30, 2021
	As Previously Reported			Adjustments			As Restated			As Previously Reported			Adjustments			As Restated
Revenue:
Capitated revenue1	$	1,148,041		$	(83,437	)	$	1,064,604		$	646,261		$	(55,420	)	$	590,841
Fee-for-service and other revenue2		52,055		$	455		$	52,510			27,037		$	305		$	27,342
Total revenue		1,200,096		$	(82,982	)	$	1,117,114			673,298		$	(55,115	)	$	618,183
Operating expenses:
Third-party medical costs3		866,177			2,000			868,177			486,862			—			486,862
Direct patient expense4		135,777			(15,565	)		120,212			78,069			(8,225	)		69,844
Selling, general and administrative expenses5		157,348			1,438			158,786			81,422			746			82,168
Depreciation and amortization expense		30,746			—			30,746			13,791			—			13,791
Transaction costs and other6		32,140			(18	)		32,122			25,613			(756	)		24,857
Total operating expenses		1,222,188			(12,145	)		1,210,043			685,757			(8,235	)		677,522
Income (loss) from operations		(22,092	)	$	(70,837	)	$	(92,929	)		(12,459	)	$	(46,880	)	$	(59,339	)
Other income and expense:
Interest expense		(36,363	)		—			(36,363	)		(20,340	)		—			(20,340	)
Interest income		4			—			4			2			—			2
Loss on extinguishment of debt		(13,225	)		—			(13,225	)		(13,225	)		—			(13,225	)
Change in fair value of warrant liabilities		24,565			—			24,565			39,215			—			39,215
Other income (expense)		(54	)		—			(54	)		(25	)		—			(25	)
Total other income (expense)		(25,073	)	$	—		$	(25,073	)		5,627		$	—		$	5,627
Net loss before income tax expense (benefit)		(47,165	)	$	(70,837	)	$	(118,002	)		(6,832	)	$	(46,880	)	$	(53,712	)
Income tax benefit		(762	)	$	—		$	(762	)		(1,309	)	$	—		$	(1,309	)
Net loss	$	(46,403	)	$	(70,837	)	$	(117,240	)	$	(5,523	)	$	(46,880	)	$	(52,403	)
Net loss attributable to non-controlling interests		(41,283	)	$	(57,276	)	$	(98,559	)		(15,003	)	$	(41,955	)	$	(56,958	)
Net income (loss) attributable to Class A common stockholders	$	(5,120	)	$	(13,561	)	$	(18,681	)	$	9,480		$	(4,925	)	$	4,555

Net income (loss) per share attributable to Class A common stockholders, basic	$	(0.03	)	$	(0.11	)	$	0.06		$	0.03
Net loss per share attributable to Class A common stockholders, diluted	$	(0.08	)	$	(0.16	)	$	(0.03	)	$	(0.06	)
Weighted-average shares used in computation of earnings per share:
Basic		168,100,210			168,100,210			166,691,634			166,691,634
Diluted		169,312,258			169,312,258			167,571,198			167,571,198

1 Reflects a decrease to capitated revenue and accounts receivable as a result of the reduced MRA estimate.

2 Reflects a reclassification of sublease income to fee-for-service and other revenue from selling, general and administrative.

3 Reflects an increase to third-party medical costs and a reduction of accounts receivable.

4 Reflects reductions to direct patient expense and accounts payable and accrued expenses as a result of the decrease in estimated provider payments corresponding to the reduced MRA estimate.

5 Corrects stock-based compensation expense with a corresponding increase in additional paid in capital and the reclassification of sublease income to fee-for-service and other revenue..

6 Corrects a professional fee accrual offset by an accrual for certain other compensation-related costs due to sellers of acquired businesses.

The following tables set forth the effects of the Restatement on the affected line items within the Company’s previously reported unaudited Condensed Consolidated Statements of Cash Flows for the year-to-date periods ended September 30, 2021, June 30, 2021 and March 31, 2021 (dollars in thousands):

	Nine Months Ended September 30, 2021									Six Months Ended June 30, 2021									Three Months Ended March 31, 2021
	As Previously Reported			Adjustments			As Restated			As Previously Reported			Adjustments			As Restated			As Previously Reported			Adjustments			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)1	$	(46,403	)	$	(70,837	)	$	(117,240	)	$	(5,523	)	$	(46,880	)	$	(52,403	)	$	(10,470	)	$	(5,644	)	$	(16,114	)
Equity-based compensation2		12,148			983			13,131			3,239			441			3,680			71			—			71
Accounts receivable, net3		(95,991	)		70,497			(25,494	)		(54,973	)		48,532			(6,441	)		(11,233	)		4,304			(6,929	)
Prepaid expenses and other current assets4		(27,358	)		24			(27,334	)		(16,790	)		703			(16,087	)		(8,024	)		1,487			(6,537	)
Accounts payable and accrued expenses5		56,626			(16,006	)		40,620			23,407			(8,981	)		14,426			6,025			(52	)		5,973
Interest accrued due to seller7		—			1,208			1,208			—			957			957			—			536			536
Other liabilities6		(9,376	)		12,336			2,960			1,681			3,708			5,389			(1,982	)		1,390			(592	)
Net cash used in operating activities		(91,498	)		(1,795	)		(93,293	)		(56,580	)		(1,520	)		(58,100	)		(16,707	)		2,021			(14,688	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of subsidiaries including non-compete intangibles, net of cash acquired8		(1,068,661	)		3,182			(1,065,479	)		(617,576	)		3,182			(614,394	)		(898	)		—			(898	)
Net cash used in investing activities		(1,116,030	)		3,182			(1,112,848	)		(649,269	)		3,182			(646,087	)		(9,699	)		—			(9,699	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from insurance financing arrangements9		4,401			(2,699	)		1,702			4,355			(2,653	)		1,702			4,356			(2,654	)		1,702
Payments of principal on insurance financing arrangements9		(3,939	)		2,520			(1,419	)		(2,941	)		1,948			(993	)		(1,736	)		1,169			(567	)
Interest accrued due to seller7		1,208			(1,208	)		—			957			(957	)		—			536			(536	)		—
Net cash used in / provided by financing activities		1,382,634			(1,387	)		1,381,247			991,319			(1,662	)		989,657			(799	)		(2,021	)		(2,818	)
Net increase (decrease) in cash, cash equivalents and restricted cash		175,106			—			175,106			285,470			—			285,470			(27,205	)		—			(27,205	)
Cash, cash equivalents and restricted cash at beginning of year		33,807						33,807			33,807						33,807			33,807						33,807
Cash, cash equivalents and restricted cash at end of period	$	208,913					$	208,913		$	319,277					$	319,277		$	6,602					$	6,602

1 Reflects the cumulative impact on net loss of the adjustments detailed within the statement of operations.

2  Corrects stock-based compensation expense.

3 Reflects changes to accounts receivable as a result of the reduced MRA estimate.

4  Corrects insurance payments originally recorded as prepaid insurance.

5 Reflects changes to accounts payable and accrued expenses as a result of the change in estimated provider payments corresponding to the reduced MRA estimate.

6  Reflects a reclassification from accounts receivable, net of unpaid service provider costs for plans that are in a net deficit position.

7  To reclass interest accrued due to sellers from financing activities to operating activities.

8 Reflect the correction of an error in the purchase price allocation for the University acquisition.

9  To reflect adjustment to financed insurance.