Commitments and Contingencies

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

The Company had obligations under contracts related to the construction of clinics totaling $2,346 as of December 31, 2019 which are expected to be paid in 2020.

The Company has aggregate additional purchase obligations of $153,700 for minimum purchase commitments over a period of five years under its agreements with certain suppliers. In the event of a shortfall, the Company is required to pay in cash a portion or all of the amount of such shortfall or may, under certain circumstances, be subject to a price increase or other fee. The Company entered into additional purchase agreements in January 2020 with suppliers for an amount of approximately $37,000 in years 2020 through 2022.

Income Tax Receivable Agreement

As described in “Note 6—Fair Value Measurements” and “Note 19—Related Party Transactions,” the Company is a party to the TRA under which it is contractually committed to pay its pre-IPO stockholders on a pro rata basis 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that it actually realizes (or are deemed to realize in the case of an early termination payment by the Company, or a change of control) as a result of any option deductions (as defined in the TRA). The actual amount and timing of any payments under the TRA will vary depending upon a number of factors, including the amount and timing of taxable income the Company generates in the future, changes in the income tax rate, whether and when any relevant stock options, as defined in the TRA, are exercised and the value of the Company’s common stock at the time of such exercise.

Regulatory

 The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. Government activity has increased with respect to investigations and allegations concerning possible violations by healthcare providers of fraud and abuse statutes and regulations, which could result in the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. Compliance with such laws and regulations are subject to government review and interpretations, as well as regulatory actions unknown or unasserted at this time.

In addition, see “Note 21—Certain Legal and Other Matters” below.