Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2024

_________________________

Privia Health Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

_________________________


Delaware		001-40365	81-3599420
(State or other jurisdiction of incorporation or organization)		(Commission File No.)	(I.R.S. Employer Identification No.)

950 N. Glebe Rd.,
Suite 700
Arlington,	Virginia		22203
(Address of Principal Executive Offices)			(Zip Code)

(571) 366-8850

Registrant's telephone number, including area code

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	PRVA	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

We are furnishing this Current Report on Form 8-K to furnish materials that will be provided at meetings with institutional investors or analysts. The materials are attached as Exhibit 99.1 to this Current Report on Form 8-K, are incorporated into this Item 7.01 by reference and are available on our investor relations website at ir.priviahealth.com. This information may be amended or updated at any time and from time to time through another Current Report on Form 8-K, a later company filing, or other means.

The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. By filing this Current Report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information contained in this Current Report (including Exhibit 99.1), that is required to be disclosed solely by Regulation FD.

We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit:


Exhibit No.			Description
99.1			Privia Health Group, Inc. Investor Presentation Slides - June 2024
104			Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	PRIVIA HEALTH GROUP, INC.

Date: June 5, 2024	By:	/s/ David Mountcastle

		Name: David Mountcastle
		Title: Executive Vice President, Chief Financial Officer and Authorized Officer

1 William Blair 44th Annual Growth Stock Conference June 5, 2024

2 Forward-Looking Statements This presentation contains forward-looking statements that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results that include, but are not limited to: 2024 financial guidance and other projections and forecasts. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in filings with the Securities and Exchange Commission (“SEC”), including those under “Risk Factors” therein. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date made. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Use of Non-GAAP Financial Information In order to provide investors with greater insight, promote transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making, the Company supplements its condensed consolidated financial statements presented on a GAAP basis herein with certain non-GAAP financial information, including: Care Margin; Platform Contribution; Platform Contribution margin; Adjusted EBITDA; Adjusted EBITDA margin; Adjusted Net Income; Free Cash Flow and Net Cash Position. Reconciliations of these non-GAAP measures to their most directly comparable GAAP measures are included in the financial schedules in the Appendix of this presentation, as well as in the Company’s quarterly financial press releases and related Form 8-K filings with the SEC. This information can be accessed for free by visiting www.priviahealth.com or www.sec.gov. Management has not reconciled forward-looking non-GAAP measures to its most directly comparable GAAP measure of Gross Profit, Operating Income, Net Income, and Net cash provided by operating activities. This is because the Company cannot predict with reasonable certainty and without unreasonable efforts the ultimate outcome of certain GAAP components of such reconciliations due to market-related assumptions that are not within our control as well as certain legal or advisory costs, tax costs or other costs that may arise. For these reasons, management is unable to assess the probable significance of the unavailable information, which could materially impact the amount of the future directly comparable GAAP measures. Disclaimer

3 Privia Health: Unique Physician Alignment Model Scaled Platform All Specialties All Patients Multiple Growth Drivers Large Addressable Market Proven Unit Economics Highly Profitable Capital Efficient All Reimbursements Fee-for-Service Value-Based Care All Payers

4 Consistent, Replicable Strategy Across all Geographies Enter Market  Single-TIN medical group  Risk-bearing entity  Technology stack  Services platform  Physician-led governance Organize Providers  Community physicians  Health systems  Clinically Integrated Networks (CINs)  Independent Physician Associations (IPAs) Drive Growth & Profitability  Same-store growth  Fee-For-Service  Value-Based Care  Ancillary services  Expense optimization Transition at Scale to Value & Risk  Commercial MSSP Medicare / MA Medicaid

5 Mid-Atlantic: 5x Implemented Provider Growth in 10 Years 20242014

6 Georgia: 13x Implemented Provider Growth in 9 Years 20242015

7 Texas: 3x Implemented Provider Growth in 7 Years 20242016

8 Building One of the Largest Primary Care-Centric Delivery Networks 1,100+ Care Center Locations 4,359 Implemented Providers (Excludes 1,350 Privia Care Partners’ providers) 13 States (plus D.C.) 4.9M+ Patients 1.14M Attributed Lives (Includes ~200K Privia Care Partners’ lives) Mid-Atlantic Tennessee Georgia Florida North Texas Gulf Coast California West Texas Montana 50+ Specialties on Platform Ohio North Carolina Connecticut Washington South Carolina 98%+ Gross Provider Retention* 85 Patient NPS * 2023 gross provider retention.

9 Enhanced fee-for-service contracts Delivering Demonstrable Value to Our Providers and Payers ✔ Large community-based, multi-specialty care delivery networks✔ Expense savings✔ Ability to perform across the spectrum of value-based care models “at-scale”✔ Collections improvement through robust revenue cycle management✔ Flexible value-based care strategy by geography as demographics evolve over time✔ Enhanced provider productivity ✔ Multi-year strategy to help community providers succeed and remain autonomous✔ Incremental value-based care revenue✔ Generating significant savings across populations: Commercial, Medicare and Medicaid ✔Organic same store practice growth✔ Value to Providers Value to Payers

10 Case Study: Driving Performance for Physician Group Practice Background: — 35 Providers - 24 MDs, 11 APPs — VBC Attribution: ~2,600 MSSP Lives and ~640 MA lives Privia Impact: — Focused approach to: (1) optimize operations, (2) grow providers, and (3) enhance profitability ● 180% increase in annual FFS collections ● 89% increase in provider base ● Reorientation towards VBC, increasing cash performance distributions ● Improvements in revenue per wRVU (+54%), revenue cycle metrics, patient volume & panel size

11 Comprehensive Tech and Services Platform for All Providers Holistic solution eliminates need for providers to buy & integrate 30+ point solutions Significantly reduces administrative burden on providers, enabling them to focus on patient care

12 Methodical Process Helps Providers Move Towards Value Practice Fundamentals Stabilize the practice to create a successful base Enhanced Experience Upgrade the patient experience Fundamentals of Value Execute on fundamentals of value-based care Comprehensive Care Take greater responsibility for the totality of patient care Advanced Risk Model Redesign practice to succeed in mature value models 2 43 51 ▪ EHR & Patient Portal ▪ Revenue Cycle ▪ Payer Contracting ▪ Performance Mgmt. ▪ Reporting ▪ Practice Websites ▪ Online Scheduling ▪ Virtual Visits ▪ Patient Outreach ▪ Satisfaction Surveys ▪ Membership ▪ Quality ▪ Clinical Documentation ▪ POD Engagement ▪ Performance Reports ▪ Expanded Access ▪ Care Coordination ▪ Network Management ▪ Clinical Programs ▪ Social Determinants ▪ Capitation ▪ Risk Positioning ▪ Delegated Services ▪ Network Contracting ▪ Home Care

13 Diversified Value-Based Platform Across Reimbursement Models 1 100+ VBC Contracts 1.14 Million Total Attributed Lives 458K Government Lives 685K Commercial Lives 171K Medicare Advantage Lives 197K MSSP Lives 90K Medicaid Lives 1 All data estimated as of March 31, 2024. Any slight variations in totals due to rounding. • 77% in Enhanced Track with downside risk • 76% Upside Only • 15% Upside / Downside • 9% Capitation • 68% Upside Only • 32% Upside / Downside • 100% Upside Only

14 Privia Has Extensive Experience in Managing Risk “It’s Called Risk for a Reason” 1 All data estimated as of January 1, 2024. For illustrative purposes only.

15 Proven Unit Economics at Scale

16 Consistent Financial Performance* Implemented Providers (as of year end) Attributed Lives (‘000s, as of year end) Platform Contribution ($mm)Care Margin ($mm) Practice Collections ($bn) Adjusted EBITDA ($mm) % Practice Collections 6% 6% 6% 7% 6% 6% % Care Margin 44% 42% 44% 45% 49% 48% 1% 2% 2% 3% 3% 3% 7% 11% 16% 17% 20% 20%* CAGR from 2018 to 2023

17 Strong Balance Sheet and Capital Position At 3.31.24 At 3.31.23 Cash and cash equivalents $ 351.1 $ 311.2 Less: Debt -- -- Net cash position $ 351.1 $ 311.2 ● $351.1M in net cash and no debt as of 3.31.24 ● $125M revolving loan facility available and undrawn as of 3.31.24 ● Expect ~80% of FY’24 Adjusted EBITDA to convert to Free Cash Flow 1 ● Capital expenditures expected to be less than $1 million 1 Full-year Free Cash Flow is defined as Net cash provided by operating activities less capital expenditures (Purchases of property and equipment).

18 APPENDIX

19 1Q’24 Performance 1 Implemented Providers (as of end of period) Attributed Lives (‘000s, as of end of period)1 Platform Contribution ($mm)Care Margin ($mm) Practice Collections ($mm) % Practice Collections 6.3% 6.1% % Care Margin 49.3% 47.2% Adjusted EBITDA ($mm) 1 Solid bar represents government lives and shaded bar represents commercial lives. Any slight variations in calculations due to rounding. For reconciliations of Care Margin to Gross Profit, Platform Contribution to Gross Profit, and Adjusted EBITDA to Net Income, please see the Appendix. % Practice Collections 2.6% 2.7% % Care Margin 20.7% 21.0% +7.4%+10.2%+17.3% +13.0% +8.1% +18.1%

20 Privia Health: Economic Model 1 1 2 3 4 4 Practice Collections Collections from Non- Owned Medical Groups GAAP Revenue Provider Expense Care Margin Cost of Platform Platform Contribution Sales and Marketing G&A Adjusted EBITDA 1 Practice Collections: FFS collections and VBC payments (care management PMPMs and shared savings) across all markets and all payer contracts Provider Expense: a. Medical costs b. Physician and provider payments c. Provider share of surplus in VBC contracts d. Cost to build and operate care center locations Cost of Platform: Privia direct operating costs to support all FFS and VBC operations Sales and Marketing, G&A: Sales and marketing, technology platform development and corporate G&A costs 2 3 4 1 The chart above is for illustrative purposes only and does not reflect either historical or future financial performance.

21 Reconciliation of Gross Profit to Care Margin l

22 Reconciliation of Gross Profit to Platform Contribution m

23 Reconciliation of Net Income to Adjusted EBITDA n

24 Reconciliation of Net Income to Adjusted Net Income Per Share o

25 Thank You! PriviaHealth.com Contact: Robert P. Borchert SVP, Investor & Corporate Communications robert.borchert@priviahealth.com Phone: 817.783.4841

Cover	Jun. 05, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 05, 2024
Entity Registrant Name	Privia Health Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40365
Entity Tax Identification Number	81-3599420
Entity Address, Address Line One	950 N. Glebe Rd.,
Entity Address, Address Line Two	Suite 700
Entity Address, State or Province	VA
Entity Address, City or Town	Arlington,
Entity Address, Postal Zip Code	22203
City Area Code	571
Local Phone Number	366-8850
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	PRVA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001759655
Amendment Flag	false