prva-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_______________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40365

_________________________

Privia Health Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

_________________________


Delaware		81-3599420
(State or other jurisdiction of incorporation or organization)		(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)

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 3, 2024, the registrant had outstanding 119,317,806 shares of common stock.


		Page
PART I - FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements (Unaudited)	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
Signatures		31


	March 31, 2024		December 31, 2023
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	351,136	$	389,511
Accounts receivable	346,088		290,768
Prepaid expenses and other current assets	30,916		20,525
Total current assets	728,140		700,804
Non-current assets:
Property and equipment, net	2,038		2,325
Operating right-of-use asset	6,159		6,612

Intangible assets, net	106,103		107,630
Goodwill	139,457		138,749
Deferred tax asset	34,337		35,200
Other non-current assets	15,352		8,580
Total non-current assets	303,446		299,096
Total assets	$	1,031,586	$	999,900

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	50,651	$	57,831
Provider liability	350,286		326,078


Operating lease liabilities, current	2,861		3,043
Total current liabilities	403,798		386,952
Non-current liabilities:



Operating lease liabilities, non-current	4,651		5,246
Other non-current liabilities	313		313
Total non-current liabilities	4,964		5,559
Total liabilities	408,762		392,511
Commitments and contingencies (Note 10)
Stockholders’ equity:
Common stock, $0.01 par value, 1,000,000,000 and 1,000,000,000 shares authorized; 118,678,902 and 118,216,979 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	1,187		1,182
Additional paid-in capital	766,243		753,869
Accumulated deficit	(190,630)		(193,614)
Total Privia Health Group, Inc. stockholders’ equity	576,800		561,437
Non-controlling interest	46,024		45,952
Total stockholders’ equity	622,824		607,389
Total liabilities and stockholders’ equity	$	1,031,586	$	999,900


	For the Three Months Ended March 31,
	2024		2023

Revenue	$	415,243	$	386,276

Operating expenses:
Provider expense	320,336		302,255
Cost of platform	54,057		44,730
Sales and marketing	6,085		5,286
General and administrative	32,121		25,951
Depreciation and amortization	1,821		1,340
Total operating expenses	414,420		379,562
Operating income	823		6,714
Interest income, net	(2,984)		(1,813)
Income before provision for income taxes	3,807		8,527
Provision for income taxes	751		2,125
Net income	3,056		6,402
Less: Net income (loss) attributable to non-controlling interests	72		(922)
Net income attributable to Privia Health Group, Inc.	$	2,984	$	7,324
Net income per share attributable to Privia Health Group, Inc. stockholders – basic	$	0.03	$	0.06
Net income per share attributable to Privia Health Group, Inc. stockholders – diluted	$	0.02	$	0.06
Weighted average common shares outstanding – basic	118,505,320		115,009,010
Weighted average common shares outstanding – diluted	125,053,404		124,328,964


(in thousands except share amounts)	Common Stock Shares	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity attributable to Privia Health Group, Inc.		Non-controlling Interest		Total Stockholders’ Equity































Balance at Balance at December 31, 2022	114,690,808	$	1,148	$	714,639	$	(216,693)	$	499,094	$	19,955	$	519,049
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	779,153	11		1,466		—		1,477		—		1,477
Stock-based compensation expense	—	—		5,381		—		5,381		—		5,381
Contributed non-controlling interest	—	—		—		—		—		24,212		24,212
Net income (loss)	—	—		—		7,324		7,324		(922)		6,402
Balance at March 31, 2023	115,469,961	$	1,159	$	721,486	$	(209,369)	$	513,276	$	43,245	$	556,521

















Balance at December 31, 2023	118,216,979	$	1,182	$	753,869	$	(193,614)	$	561,437	$	45,952	$	607,389
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	461,923	5		470		—		475		—		475
Stock-based compensation expense	—	—		11,904		—		11,904		—		11,904

Net income	—	—		—		2,984		2,984		72		3,056
Balance at March 31, 2024	118,678,902	$	1,187	$	766,243	$	(190,630)	$	576,800	$	46,024	$	622,824


	For the Three Months Ended March 31,
(Dollars in Thousands)	2024		2023
FFS-patient care	$	274,823	$	227,789
FFS-administrative services	29,076		26,396
Capitated revenue	51,304		78,260
Shared savings	47,464		43,928
Care management fees (PMPM)	10,603		8,558
Other revenue	1,973		1,345
Total revenue	$	415,243	$	386,276


	(Dollars in Thousands)
Remainder of 2024	$	4,497
2025	5,857
2026	5,857
2027	5,857
2028	5,857
Thereafter	78,178
Total	$	106,103


	March 31,
(Dollars in Thousands)	2024		2023
Balance, beginning of period	$	67,138	$	28,617
Incurred health care costs
Current year	51,040		75,632
Prior years	600		3,268
Total claims incurred	$	51,640	$	78,900
Claims Paid
Current year	(2,072)		(29,716)
Prior years	(42,185)		(28,079)
Total claims paid	$	(44,257)	$	(57,795)


Balance, end of period	$	74,521	$	49,722


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2023	9,820,754	$	9.06	7.90	$	138,028
Granted	—	—
Exercised	(456,888)	2.02
Forfeited	(5,404)	23.00
Balance at March 31, 2024	9,358,462	$	9.40	7.90	$	107,324
Exercisable March 31, 2024	7,160,543	$	5.22	8.17	$	106,961


	Number of Shares	Grant Date Fair Value
Unvested and outstanding at December 31, 2023	2,947,102	$	25.18
Granted	2,049,124	22.89
Vested	(74,775)	25.13
Forfeited	(25,784)	27.16
Unvested and outstanding at March 31, 2024	4,895,667	$	24.21


	For the Three Months Ended March 31,
(in thousands, except for share and per share amounts)	2024		2023
Net income attributable to Privia Health Group, Inc. common stockholders	$	2,984	$	7,324
Weighted average common shares outstanding - basic	118,505,320		115,009,010
Weighted average common share outstanding - diluted	125,053,404		124,328,964
Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic	$	0.03	$	0.06
Earnings per share attributable to Privia Health Group, Inc. common stockholders – diluted	$	0.02	$	0.06


	March 31, 2024				December 31, 2023
(Dollars in thousands)	Intangible Assets		Accumulated Amortization		Intangible Assets		Accumulated Amortization
Trade names	$	4,600	$	2,204	$	4,600	$	2,147
Consumer customer relationships	3,100		2,635		3,100		2,566
Management service agreement	2,200		1,169		2,200		1,134
Physician network	7,446		486		7,446		362
Payer contracts	52,427		2,809		52,427		2,184
MSO service agreement	51,800		6,167		51,800		5,550
	121,573		$	15,470	121,573		$	13,943
Less accumulated amortization	(15,470)				(13,943)
Intangible assets, net	$	106,103			$	107,630


	Number of Shares	Grant Date Fair Value
Unvested and outstanding at December 31, 2023	776,029	$	31.94
Granted(1)	905,786	22.92
Vested	—	—
Forfeited	—	—
Unvested and outstanding at March 31, 2024	1,681,815	$	27.08
(1) During the three months ended March 31, 2024, Privia awarded RSUs in the form of PSUs to certain executive officers and employees which vest after three years, subject to continued employment of the recipients and the achievement of certain performance metric targets. The Company has identified certain performance metrics associated with these awards and certain targets will be fully established at a future date. The Company has determined that the service inception date precedes the grant date for these awards as (a) the awards were authorized prior to establishing an accounting grant date, (b) the recipients began providing services prior to the grant date, and (c) there are performance conditions that, if not met by the accounting grant date, will result in the forfeiture of the awards. As the service inception date precedes the accounting grant date, the Company recognizes stock-based compensation expense over the requisite service period based on the fair value at each reporting date.


	For the Three Months Ended March 31,
(amounts in thousands, except for percentages)	2024		2023
Care Margin (1) ($)	$	94,907	$	84,021
Platform Contribution (1) ($)	$	44,737	$	41,398
Platform Contribution Margin (1) (%)	47.1%		49.3%
Adjusted EBITDA (1) ($)	$	19,922	$	16,864
Adjusted EBITDA Margin (1) (%)	21.0%		20.1%
(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 Gross Profit, the most comparable GAAP measure, to Care Margin, Gross Profit the most comparable GAAP measure, to Platform Contribution, and net income, the most comparable GAAP measure, to Adjusted EBITDA.


	Three Months Ended March 31,
	2024	2023
Potentially dilutive stock options to purchase common stock, RSUs and PSUs	9,387,860	5,280,210
Total potentially dilutive shares	9,387,860	5,280,210


	For the Three Months Ended March 31,
(unaudited and amounts in thousands)	2024		2023
Revenue	$	415,243	$	386,276
Provider expense

SEC Form 10-Q filed by Privia Health Group Inc.