8-K
Evolent Health, Inc. (EVH)
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| 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
August 1, 2022
Date of Report (Date of earliest event reported)
Evolent Health, Inc.
(Exact name of registrant as specified in its charter)
_________________________
| Delaware | 001-37415 | 32-0454912 | ||||||
|---|---|---|---|---|---|---|---|---|
| (State or other jurisdiction of<br>incorporation or organization) | Commission File Number: | (I.R.S. Employer<br>Identification No.) | ||||||
| 800 N. Glebe Road | , | Suite 500 | , | Arlington | , | Virginia | , | 22203 |
| (Address of principal executive offices)(zip code) |
(571) 389-6000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, 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 |
|---|---|---|
| Class A Common Stock of Evolent Health, Inc., par value $0.01 per share | EVH | New York Stock Exchange |
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 1.01. Entry into a Material Definitive Agreement.
Credit Agreement, Security Agreement and Guarantee Agreement
On August 1, 2022, Evolent Health, Inc. (the “Company”) consummated the transactions (the “Closing”) contemplated by the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated June 24, 2022, by and among the Company, Evolent Health LLC, Endzone Merger Sub, Inc., TPG Growth Iceman Parent, Inc. (“TPG Growth Iceman Parent”), and TPG Growth V Iceman, L.P., solely in its capacity as representative as set forth therein.
On August 1, 2022 (the “Closing Date”), the Company entered into a Credit Agreement, by and among the Company, Evolent Health LLC (“Evolent”), Endzone Merger Sub, Inc. (“Endzone” or “Initial Borrower”), which upon consummation of the Closing will be merged with and into TPG Growth Iceman Parent, Implantable Provider Group, Inc. (“Implantable”, collectively with Evolent, Endzone and TPG Growth Iceman Parent, the “Borrowers” and each a “Borrower”), certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, Ares Capital Corporation, as administrative agent, and ACF Finco I LP, as collateral agent and as revolver agent (the “Credit Agreement”), pursuant to which the lenders agreed to extend credit to the Borrowers in the form of (i) an initial term loan in the aggregate principal amount of $175.0 million (the “Initial Term Loan Facility”) and (ii) a revolving credit facility in the aggregate principal amount of up to $50.0 million, to be determined by reference to the lesser of $50.0 million and a borrowing base (the “Revolving Facility” and, together with the Initial Term Loan Facility, the “Credit Facilities”), subject to the satisfaction of specified conditions. The Borrowers borrowed the loan under the Initial Term Loan Facility on August 1, 2022 (the “Initial Term Loan”), and also borrowed $50.0 million under the Revolving Facility on the Closing Date.
In connection with the Credit Agreement, on August 1, 2022, the Company entered into a Security Agreement, by and among the Company, the Borrowers, the other guarantors and the collateral agent for the benefit of the secured parties (the “Security Agreement”), and a Guarantee Agreement, by the Company and each of the other guarantors in favor of the collateral agent for the benefit of the secured parties (the “Guarantee Agreement”).
Use of Proceeds. The proceeds of the Initial Term Loan may be used to fund ongoing working capital needs and other growth capital expenditure investments, and to finance the transactions contemplated by the Merger Agreement and fund fees and expenses incurred in connection therewith. The proceeds of the Revolving Facility may be used to finance the transactions contemplated by the Merger Agreement and to pay fees and expenses incurred in connection therewith on the Closing Date and thereafter to fund acquisitions, ongoing working capital needs and other growth capital investments and to pay fees and expenses in connection therewith.
Maturity. The Initial Term Loan and loans under the Revolving Facility will mature on the date that is the earliest of (a) August 1, 2027, (b) the date on which all amounts outstanding under the Credit Agreement have been declared or have automatically become due and payable under the terms of the Credit Agreement and (c) the date that is ninety-one (91) days prior to the maturity date of any Junior Debt (as defined in the Credit Agreement) unless certain liquidity conditions are satisfied (the foregoing, the “Maturity Date”).
Interest and Fees. The interest rate for each loan under the Credit Facilities is calculated, at the option of the Borrowers, (a) in the case of a Term Loan, at either the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus 5.50%, or the base rate plus 4.50% and (b) in the case of a Revolving Loan, at either the Adjusted Term SOFR Rate plus 3.50%, or the base rate plus 2.50%. A commitment fee of (a) 2.00% per annum of the aggregate amount of the commitments in respect of the Term Loan Facility as of the Closing Date and (b) 2.00% of the aggregate amount of the commitments in respect of the Revolving Facility as of the Closing Date is payable by the Borrowers quarterly in arrears.
Prepayment. Amounts outstanding under the Credit Facility may be prepaid at the option of the Company subject to applicable premiums and a call protection premium payable on the amount prepaid in certain instances as follows: (1) 3.00% of the principal amount so prepaid after the Closing Date but prior to the first anniversary of the Closing Date; (2) 2.00% of the principal amount so prepaid after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date; (2) 1.00% of the principal amount so prepaid after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date; and (3) 0.00% of the principal amount so prepaid on or after the third anniversary of the Closing Date. Amounts outstanding under the Credit Facility are subject to mandatory prepayment upon the occurrence of certain events and conditions, including non-ordinary course asset dispositions, receipt of certain casualty proceeds, issuances of certain debt obligations and a change of control transaction.
Guarantees and Collateral. The Credit Facilities are guaranteed by the Company and the Company’s domestic subsidiaries, subject to certain exceptions. The Credit Facilities are secured by a first priority security interest in all of the capital stock of each borrower and guarantor (other than the Company) and substantially all of the assets of each borrower and guarantor, subject to certain exceptions.
Covenants and Other Provisions. The Credit Facilities contain customary borrowing conditions, affirmative, negative and reporting covenants, representations and warranties, and events of default, including cross-defaults to other material indebtedness. In addition, the Company is required to comply at certain times with certain financial covenants comprised of a minimum liquidity test commencing upon closing of the Credit Facilities and a total secured leverage ratio commencing on the last day of the fiscal quarter ending September 30, 2022. If an event of default occurs, the lenders would be entitled to take enforcement action, including foreclosure on collateral and acceleration of amounts owed under the Credit Facilities.
Registration Rights Agreement
In connection with the Closing, on August 1, 2022, the Company entered into a Registration Rights Agreement with the Equityholders (defined below), which granted certain registration rights to the Equityholders as holders of the Class A Shares (defined below).
Item 2.02. Results of Operations and Financial Condition
On August 2, 2022, the Company issued a press release announcing its financial results for the quarter ended June 30, 2022, a copy of which is furnished herewith as Exhibit 99.1.
The information, including Exhibit 99.1 hereto, furnished under this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The description of the Credit Agreement in Item 1.01 of this Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities
Pursuant to the Merger Agreement, 3,741,731 shares of the Company’s Class A Common Stock (“Class A Shares”) were issued at Closing to those equityholders of TPG Growth Iceman Parent (the “Equityholders”) who were “accredited investors” as defined in Rule 501 of Regulation D under the Securities Act. The issuance and sale of Class A Shares to such Equityholders was exempt from registration under the Securities Act by Section 4(a)(2) thereof as a transaction not involving any public offering. The Company did not engage in a general solicitation
or advertising with regard to the issuance and sale of the Class A Shares that were issued in connection with the Closing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 28, 2022, the Company promoted Aammaad Shams, age 38, who has been serving as Interim Principal Accounting Officer and Corporate Controller of the Company, to the position of the Company’s Chief Accounting Officer and Controller, effective August 1, 2022. Mr. Shams became the Company’s Interim Chief Accounting Officer and Corporate Controller in June 2020, having served as the Company’s Assistant Corporate Controller since January 2020. Mr. Shams also served as Senior Director of Technical Accounting from April 2018 to June 2019, and Senior Director of Accounting from July 2019 until December 2019. Prior to joining the Company, Mr. Shams was a Director in KPMG, LLP’s Accounting Advisory Services practice from June 2015 until March 2018.
In connection with Mr. Shams’ promotion, Mr. Shams’ annual base salary has been increased to $300,000. He will be eligible to participate in the Company’s annual performance-based short-term cash incentive plan with a target bonus of up to $195,000 in respect of the year ending December 31, 2022. Mr. Shams will also be entitled to receive awards under the Company’s stock incentive plans at the discretion of the Board of Directors or the Compensation Committee of the Board of Directors. Additionally, in connection with this promotion, Mr. Shams received a special one-time equity award of $600,000 restricted stock units (“RSUs”) pursuant to the Company’s Amended and Restated Omnibus Equity Incentive Plan (the “Plan”). The RSUs are subject to the same terms and conditions applicable to RSUs granted to other executive officers under the Company’s Plan.
There are no arrangements or understandings between Mr. Shams and any other person pursuant to which he was appointed as an officer of the Company. There are no family relationships between Mr. Shams and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Evolent Health, Inc. dated August 2, 2022. |
| 104 | The cover page from this Current Report on Form 8-K, 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.
| EVOLENT HEALTH, INC. | |
|---|---|
| By: | /s/ Jonathan D. Weinberg |
| Name: | Jonathan D. Weinberg |
| Title: | General Counsel and Secretary |
Date: August 2, 2022
Document
Exhibit 99.1
Evolent Health Announces Second Quarter 2022 Results
Announces Four Operating Partner Additions
WASHINGTON (August 2, 2022) – Evolent Health, Inc. (NYSE: EVH), a health care company that delivers proven clinical and administrative solutions to payers and providers, today announced financial results for the quarter ended June 30, 2022.
Highlights from the second quarter of 2022 announcement include:
Quarter ended June 30, 2022:
•Revenue of $319.9 million, an increase of $97.9 million, or 44.1%, from the three months ended June 30, 2021.
•Net loss attributable to common shareholders of Evolent Health, Inc. of $4.6 million resulting in a net loss margin of (1.43)%.
•Achieved Adjusted EBITDA of $21.7 million resulting in an Adjusted EBITDA margin of 6.8%.
•Total Lives on Platform of 21.9 million as of June 30, 2022, composed of 2.1 million Evolent Health Services Lives on Platform and 19.8 million Clinical Solutions Lives on Platform.
Also today, Evolent announced the following partnership additions:
•Molina Healthcare will launch New Century Oncology Performance Suite for their Medicaid, Medicare, and Marketplace membership, initially in three states by the end of 2022.
•Evolent Health Services will provide quality and care gap technology services Medicare Advantage and Commercial Exchange lines of business for a major midwestern Blue Cross Blue Shield plan.
Seth Blackley, Chief Executive Officer, and Co-Founder of Evolent Health stated, "Evolent’s strong financial results for the second quarter as well as on a year-to-date basis clearly demonstrate that our team is creating value for our shareholders, clients, patients and employees. Our financials reflect both an increasing number of successful partnerships with our payer and provider clients as well as deeper and broader relationships across our solutions. This year, we have added 10 new operating partnerships in 2022, already exceeding our annual goal of 6-to-8 additions for the second year in a row.
Mr. Blackley continued, "In addition to strong financial performance this quarter, yesterday we closed the acquisition of IPG, announced on June 28. This transaction marks a significant step in Evolent’s goal to be a go-to partner with a deep and highly integrated specialty value-based care platform."
Financial Results of Evolent Health, Inc.
In our earnings releases, prepared remarks, conference calls, slide presentations and webcasts, we may use or discuss non-GAAP financial measures. Definitions of the non-GAAP financial measures, as well as reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in this earnings release. See Financial Statement Presentation and Non-GAAP Financial Measures for more information.
Reported Results
Evolent Health, Inc. reported the following results in accordance with U.S. generally accepted accounting principles (“GAAP”):
•Revenue of $319.9 million and $222.1 million for the three months ended June 30, 2022 and 2021, respectively.
•Cost of revenue of $249.7 million and $172.1 million for the three months ended June 30, 2022 and 2021, respectively.
•Selling, general and administrative expenses of $59.0 million and $42.7 million for the three months ended June 30, 2022 and 2021, respectively.
•Net loss attributable to common shareholders of Evolent Health, Inc. of $(4.6) million and $(9.1) million for the three months ended June 30, 2022 and 2021, respectively.
◦Net loss margin of (1.4)% and (4.1)% for the three months ended June 30, 2022 and 2021, respectively.
•Loss attributable to common shareholders of Evolent Health, Inc., per basic and diluted share, of $(0.05) and $(0.11) for the three months ended June 30, 2022 and 2021, respectively.
Segment Highlights: Clinical Solutions
•Revenue of $227.6 million, up 54.6%, from $147.2 million from the three months ended June 30, 2021.
•Adjusted EBITDA of $13.5 million and $13.6 million for the three months ended June 30, 2022 and 2021, respectively.
◦Adjusted EBITDA margin of 5.9% and 9.2% for the three months ended June 30, 2022 and 2021, respectively.
•Clinical Solutions Lives on Platform in our Performance suite was 2.5 million with a quarterly Clinical Solutions Performance suite Average PMPM of $34.58 and in our New Century Health Technology and Services suite Lives on Platform was 17.3 million with a quarterly New Century Health Technology and Services suite Average PMPM of $0.36 as of June 30, 2022.
Segment Highlights: Evolent Health Services
•Revenue of $92.3 million, up 23.3%, from $74.9 million from the three months ended June 30, 2021.
•Adjusted EBITDA of $15.1 million and $6.5 million for the three months ended June 30, 2022 and 2021, respectively.
◦Adjusted EBITDA margin of 16.3% and 8.7% for the three months ended June 30, 2022 and 2021, respectively.
•Evolent Health Services Lives on Platform was 2.1 million with a quarterly Evolent Health Services Average PMPM of $14.58 as of June 30, 2022.
Total cash and cash equivalents was $193.1 million as of June 30, 2022.
Adjusted Results
•Adjusted cost of revenue of $248.5 million and $171.1 million for the three months ended June 30, 2022 and 2021, respectively.
•Adjusted selling, general and administrative expenses of $49.7 million and $37.6 million for the three months ended June 30, 2022 and 2021, respectively.
•Adjusted EBITDA of $21.7 million and $13.3 million for the three months ended June 30, 2022 and 2021, respectively.
◦Adjusted EBITDA margin of 6.8% and 6.0% for the three months ended June 30, 2022 and 2021, respectively.
•Adjusted income (loss) attributable to common shareholders of $9.4 million and $(1.9) million for the three months ended June 30, 2022 and 2021, respectively.
•Adjusted income (loss) per share attributable to common shareholders of $0.10 and $(0.02) for the three months ended June 30, 2022 and 2021, respectively.
Business Outlook
The guidance numbers below reflect the estimated impact of the acquisition of IPG from the date of close.
Third Quarter 2022 Guidance
For the three months ending September 30, 2022, revenue is expected to be in the range of approximately $343.0 million to $363.0 million. Adjusted EBITDA is expected to be in the range of approximately $24.0 million to $29.0 million.
Full Year 2022 Guidance
Revenue for the year ending December 31, 2022 is expected to be in the range of approximately $1.32 billion to $1.36 billion. Adjusted EBITDA is expected to be in the range of approximately $95.0 million to $105.0 million.
This "Business Outlook" section contains forward-looking statements, and actual results may differ materially. Factors that may cause actual results to differ materially from our current expectations are set forth below in "Forward Looking Statements - Cautionary Language" and Evolent Health, Inc.'s filings with the Securities and Exchange Commission ("SEC").
Additional Outlook Information
Cash deployed for software development is expected to be in the range of $30 million - $35 million for the year ended December 31, 2022.
Web and Conference Call Information
As previously announced, Evolent Health, Inc. will hold a conference call to discuss its second quarter performance this evening, August 2, 2022, at 5:00 p.m., Eastern Time. To listen to a live broadcast via the internet and view the accompanying materials, please visit the Company's Investor Relations website at http://ir.evolenthealth.com. To participate by telephone, dial 855.940.9467 or 412.317.6034 for international callers, and ask to join the "Evolent Health call." Participants are advised to dial in at least fifteen minutes prior to the call to register. The call will be archived on the company's website for one week and will be available beginning later this evening. Evolent Health invites all interested parties to attend the conference call.
About Evolent Health
Evolent Health (NYSE: EVH) delivers proven clinical and administrative solutions that improve whole-person health while making health care simpler and more affordable. Our solutions encompass total cost of care management, specialty care management, and administrative simplification. Evolent serves a national base of leading payers and providers, is the first company to receive the National Committee for Quality Assurance's Population Health Program Accreditation, and is consistently recognized as a top place to work in health care nationally. Learn more about how Evolent is changing the way health care is delivered by visiting evolenthealth.com.
Contacts:
Seth Frank
Investor Relations
sfrank@evolenthealth.com
Non-GAAP Financial Measures
In addition to disclosing financial results that are determined in accordance with GAAP, we present and discuss Adjusted Cost of Revenue, Adjusted Selling, General and Administrative Expenses, Adjusted Depreciation and Amortization Expenses, Adjusted Total Operating Expenses, Adjusted Operating Income (Loss), Adjusted EBITDA, Adjusted Earnings (Loss) Available to Common Shareholders and Adjusted Earnings (Loss) per Share Available to Common Shareholders, which are all non-GAAP financial measures, as supplemental measures to help investors evaluate our fundamental operational performance.
Adjusted Cost of Revenue and Adjusted Selling, General and Administrative Expenses are defined as cost of revenue and selling, general and administrative expenses, respectively, adjusted to exclude the impact of stock-
based compensation expenses, severance costs, amortization of contract cost assets recorded as a result of a one-time ASC 606 transition adjustment, acquisition-related costs related to acquisitions and business combinations, securities offerings, discontinued operations, strategy and shareholder advisory services and certain one-time adjustments. Management uses Adjusted Cost of Revenue and Adjusted Selling, General and Administrative Expenses as supplemental performance measures, which are also useful to investors, because they facilitate an understanding of our long-term operational costs while removing the effect of costs that are not expected to reoccur frequently (e.g. acquisition-related costs) and non-cash (e.g. stock-based compensation expenses) in nature. Additionally, these supplemental performance measures facilitate understanding a breakdown of our Adjusted Total Operating Expenses. Adjustments for acquisition-related costs incurred generally represent professional service fees and direct expenses related to acquisitions. Because we do not acquire businesses on a predictable cycle, we do not consider the amount of acquisition-related costs to be a representative component of the day-to-day operating performance of our business.
Adjusted Depreciation and Amortization Expenses is defined as depreciation and amortization expenses adjusted to exclude the impact of amortization expenses related to intangible assets acquired through asset acquisitions and business combinations. Management uses Adjusted Depreciation and Amortization Expenses as a supplemental performance measure because it reflects a complete view of the operational results. The measure is also useful to investors because it facilitates understanding a breakdown of our Adjusted Total Operating Expenses.
Adjusted Total Operating Expenses is defined as the sum of Adjusted Cost of Revenue, Adjusted Selling, General and Administrative Expenses and Adjusted Depreciation and Amortization Expenses, and reflects the adjustments made in those non-GAAP measures. Adjusted Total Operating Expenses is further adjusted to exclude the impact of (gain) loss on disposal of assets and items arising from acquisitions and business combinations, such as changes in fair value of contingent consideration.
Adjusted Operating Income (Loss) is defined as Adjusted Revenue less Adjusted Total Operating Expenses, and reflects the adjustments made in those non-GAAP measures. Management uses Adjusted Total Operating Expenses and Adjusted Operating Income (Loss) because the removal of acquisition costs, one-time or non-cash items (e.g. depreciation, amortization and stock-based compensation expenses) allows us to focus on operational performance, and believes these measures are useful to investors because they give investors insight into our core operating performance.
Adjusted EBITDA is defined as net loss attributable to common shareholders of Evolent Health, Inc. before interest income, interest expense, provision (benefit) for income taxes, depreciation and amortization expenses, adjusted to exclude gain on transfer of membership, loss on repayment of debt, gain from equity method investees, changes in fair value of contingent consideration, other income (expense), net, repositioning costs, stock-based compensation expense, severance costs, amortization of contract cost assets, strategy and shareholder advisory services, acquisition-related costs and gain from discontinued operations.
Management uses Adjusted EBITDA as a supplemental performance measure because the removal of acquisition-related costs, one-time or non-cash items (e.g. depreciation, amortization and stock-based compensation expenses) allows us to focus on operational performance. We believe that this measure is also useful to investors because it allows further insight into the period over period operational performance in a manner that is comparable to other organizations in our industry and in the market in general.
Adjusted EBITDA Margin is as defined Adjusted EBITDA divided by Revenue. Management uses Adjusted EBITDA margin as a supplemental performance measure because it allows the investor to understand operational performance compared to revenues over time. We believe that this measure is also useful to investors because it allows further insight into the period over period operational performance in a manner that is comparable to other organizations in our industry and in the market in general.
Adjusted Earnings (Loss) Available to Common Shareholders is defined as net loss attributable to common shareholders of Evolent Health, Inc. adjusted to exclude gain from equity method investees, other income (expense), net, gain on transfer of membership, loss on repayment of debt, changes in fair value of contingent consideration, purchase accounting adjustments, repositioning costs, stock-based compensation expenses, severance costs, amortization of contract cost assets recorded as a result of a one-time ASC 606 transition adjustment, gain from discontinued operations, strategy and shareholder advisory services and acquisition-related costs.
Adjusted Earnings (Loss) per Share Available to Common Shareholders is defined as Adjusted Earnings (Loss) Available to Common Shareholders divided by Weighted-Average Common Shares, and reflects the adjustments made in those non-GAAP measures.
Management uses Adjusted Earnings (Loss) Available to Common Shareholders and Adjusted Earnings (Loss) per Share Available to Common Shareholders because excluding non-cash items (e.g. depreciation, amortization and stock-based compensation expenses) allows us to focus on operational performance. We believe that these measures are also useful to investors for the same reason.
These adjusted measures do not represent and should not be considered as alternatives to GAAP measurements, and our calculations thereof may not be comparable to similarly entitled measures reported by other companies. A reconciliation of these adjusted measures to their most comparable GAAP financial measures is presented in the tables below. We believe these measures are useful across time in evaluating our fundamental core operating performance.
Lives on Platform and Per Member Per Month (“PMPM”) Fee
Total Lives on Platform are calculated by summing our Evolent Health Services Lives on Platform and our Clinical Solutions Lives on Platform. Evolent Health Services Lives on Platform are calculated by summing members on our value-based care and comprehensive health plan administrative platform. Clinical Solutions Lives on Platform are calculated by summing the Clinical Solutions Lives on Platform in our Performance suite and New Century Health Technology and Services suite Lives on Platform. Clinical Solutions Lives on Platform in our Performance suite are calculated by summing members covered for oncology specialty care services and members covered for cardiology specialty care services for contracts not under ASO arrangements. New Century Health Technology and Services suite Lives on Platform are calculated by summing members covered for oncology specialty care services, members covered for cardiology specialty care services and members covered for advance care planning services for contracts under ASO arrangements. Members covered for more than one category are counted in each category.
Evolent Health Services average per member per month (“PMPM”) fee is defined as platform and operations revenue pertaining to the Evolent Health Services segment during the period reported divided by the average of the beginning and ending Evolent Health Services segment membership during the period reported divided by the number of months in the period. Clinical Solutions Performance suite Average PMPM fee is defined as platform and operations services revenue pertaining to our Clinical Solutions Performance suite during the period reported divided by the average of the beginning and ending Clinical Solutions Performance suite membership during the period reported divided by the number of months in the period. New Century Health Technology and Services suite Average PMPM fee is defined as platform and operations revenue pertaining to the New Century Health Technology and Services suite during the period reported divided by the average of the beginning and ending New Century Health Technology and Services suite membership during the period reported divided by the number of months in the period.
Management uses lives on platform and PMPM fees because we believe that they provide insight into the unit economics of our services. We believe that these measures are also useful to investors because they allow further insight into the period over period operational performance. We believe that these measures are also useful to investors because they allow further insight into the period over period operational performance.
Evolent Health, Inc.
Consolidated Statements of Operations and Comprehensive Income (Loss)
(unaudited, in thousands, except per share data)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Revenue(1) | $ | 319,939 | $ | 222,057 | $ | 616,996 | $ | 437,128 |
| Expenses | ||||||||
| Cost of revenue (exclusive of depreciation and amortization expenses presented separately below) | 249,705 | 172,113 | 469,444 | 329,945 | ||||
| Selling, general and administrative expenses | 58,955 | 42,699 | 117,887 | 101,290 | ||||
| Depreciation and amortization expenses | 15,112 | 14,916 | 30,218 | 30,103 | ||||
| Change in fair value of contingent consideration | 800 | — | 6,878 | (594) | ||||
| Total operating expenses | 324,572 | 229,728 | 624,427 | 460,744 | ||||
| Operating loss | (4,633) | (7,671) | (7,431) | (23,616) | ||||
| Interest income | 223 | 68 | 340 | 191 | ||||
| Interest expense | (2,148) | (6,274) | (4,389) | (12,611) | ||||
| Gain from equity method investees | 1,952 | 4,879 | 2,548 | 12,662 | ||||
| Gain on transfer of membership | — | — | — | 22,969 | ||||
| Loss on repayment of debt | — | — | — | (19,158) | ||||
| Other income (expense), net | 297 | (18) | 475 | (32) | ||||
| Loss from continuing operations before income taxes | (4,309) | (9,016) | (8,457) | (19,595) | ||||
| Provision for (benefit from) income taxes | (184) | 91 | 1,018 | 702 | ||||
| Loss from continuing operations | (4,125) | (9,107) | (9,475) | (20,297) | ||||
| Income (loss) from discontinued operations, net of tax (1) | (463) | — | (463) | 1,383 | ||||
| Net loss attributable to common shareholders of Evolent Health, Inc. | $ | (4,588) | $ | (9,107) | $ | (9,938) | $ | (18,914) |
| Loss per common share | ||||||||
| Basic and diluted | ||||||||
| Continuing operations | $ | (0.05) | $ | (0.11) | $ | (0.11) | $ | (0.24) |
| Discontinued operations | — | — | — | 0.02 | ||||
| Basic and diluted loss per share attributable to common shareholders of Evolent Health, Inc. | $ | (0.05) | $ | (0.11) | $ | (0.11) | $ | (0.22) |
| Weighted-average common shares outstanding | ||||||||
| Basic and diluted | 90,071 | 85,448 | 89,792 | 85,056 | ||||
| Comprehensive loss | ||||||||
| Net loss | $ | (4,588) | $ | (9,107) | $ | (9,938) | $ | (18,914) |
| Other comprehensive loss, net of taxes, related to: | ||||||||
| Foreign currency translation adjustment | (288) | (58) | (420) | (89) | ||||
| Total comprehensive loss attributable to common shareholders of Evolent Health, Inc. | $ | (4,876) | $ | (9,165) | $ | (10,358) | $ | (19,003) |
————————
(1)Includes $(0.5) million loss on disposal of discontinued operations for the three and six months ended June 30, 2022 and $1.9 million gain on disposal of discontinued operations for the six months ended June 30, 2021, respectively.
Evolent Health, Inc.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)
| June 30, 2022 | December 31, 2021 | |||
|---|---|---|---|---|
| Cash and cash equivalents | $ | 193,070 | $ | 266,280 |
| Restricted cash and restricted investments | 87,363 | 88,662 | ||
| Total current assets | 423,145 | 523,960 | ||
| Intangible assets, net | 264,846 | 279,784 | ||
| Goodwill | 426,228 | 426,297 | ||
| Total assets | 1,303,912 | 1,419,458 | ||
| Accounts payable | 96,565 | 96,084 | ||
| Accrued liabilities | 75,846 | 107,241 | ||
| Debt, net of discount | 283,138 | 215,676 | ||
| Total liabilities | 690,824 | 725,825 | ||
| Total shareholders' equity | 613,088 | 693,633 | ||
| Total liabilities and shareholders' equity | 1,303,912 | 1,419,458 |
Evolent Health, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
| For the Six Months Ended June 30, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Net cash and restricted cash used in continuing operations | ||||
| Net cash and restricted cash used in operating activities | $ | (43,778) | $ | (72,410) |
| Net cash and restricted cash provided by investing activities | 330 | 40,380 | ||
| Net cash and restricted cash used in financing activities | (30,686) | (91,087) | ||
| Effect of exchange rate on cash and cash equivalents and restricted cash | (375) | (54) | ||
| Net decrease in cash and cash equivalents and restricted cash | (74,509) | (123,171) | ||
| Cash and cash equivalents and restricted cash as of beginning-of-period (1) | 354,942 | 361,581 | ||
| Cash and cash equivalents and restricted cash as of end-of-period (1) | $ | 280,433 | $ | 238,410 |
| Net cash and restricted cash provided by (used in) discontinued operations | ||||
| Cash flows provided by operating activities | $ | — | $ | 5,002 |
| Cash flows used in investing activities | — | (2,494) |
————————
(1)As a result of the closing of the sale of True Health during the first quarter of 2021, the consolidated statement of operations and related financial information reflect the Company’s operations and assets and liabilities of True Health as discontinued operations. Cash flows and comprehensive income have not been adjusted and are included in the consolidated statements of cash flows and consolidated statements of comprehensive income (loss) for the six months ended June 30, 2021.
Evolent Health, Inc.
Reconciliation of Adjusted Results of Operations
(in thousands, unaudited)
| For the Three Months Ended June 30, 2022 | For the Three Months Ended June 30, 2021 | Evolent Health, Inc.as Reported | Evolent Health, Inc.as Adjusted | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Evolent | Evolent | Evolent | Evolent | |||||||||||||||||||
| Health, Inc. | Health, Inc. | Health, Inc. | Health, Inc. | Change Over Prior Period | Change Over Prior Period | |||||||||||||||||
| as Reported | Adjustments | as Adjusted | as Reported | Adjustments | as Adjusted | % | % | |||||||||||||||
| Revenue | $ | 319,939 | $ | — | $ | 319,939 | $ | 222,057 | $ | — | $ | 222,057 | 44.1 | % | 44.1 | % | ||||||
| Expenses | ||||||||||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization expenses presented separately below) (1) | 249,705 | (1,186) | 248,519 | 172,113 | (973) | 171,140 | 77,592 | 45.1 | % | 77,379 | 45.2 | % | ||||||||||
| Selling, general and administrative expenses (2) | 58,955 | (9,273) | 49,682 | 42,699 | (5,126) | 37,573 | 16,256 | 38.1 | % | 12,109 | 32.2 | % | ||||||||||
| Depreciation and amortization expenses (3) | 15,112 | (4,562) | 10,550 | 14,916 | (5,937) | 8,979 | 196 | 1.3 | % | 1,571 | 17.5 | % | ||||||||||
| Change in fair value of contingent consideration | 800 | (800) | — | — | — | — | 800 | 100.0 | % | — | — | % | ||||||||||
| Total operating expenses | 324,572 | (15,821) | 308,751 | 229,728 | (12,036) | 217,692 | 94,844 | 41.3 | % | 91,059 | 41.8 | % | ||||||||||
| Operating income (loss) | $ | (4,633) | $ | 15,821 | $ | 11,188 | $ | (7,671) | $ | 12,036 | $ | 4,365 | 39.6 | % | 156.3 | % | ||||||
| Total operating expenses as a percentage of total revenue | 101.4 | % | 96.5 | % | 103.5 | % | 98.0 | % |
All values are in US Dollars.
————
(1)Adjustments to cost of revenue include $1.2 million and $0.9 million in stock-based compensation expense for the three months ended June 30, 2022 and 2021, respectively, and $0.2 million related to the amortization of contract cost assets recorded as a result of the one-time ASC 606 transition adjustment for the three months ended June 30, 2021.
(2)Adjustments to selling, general and administrative expenses include $5.9 million and $2.8 million in stock-based compensation expense and $3.4 million and $0.1 million of acquisition-related costs resulting from acquisitions and business combinations for the three months ended June 30, 2022 and 2021, respectively. Adjustments for the three months ended June 30, 2021 include $0.7 million of repositioning costs and $1.5 million of strategy and shareholder advisory expenses.
(3)Adjustments to depreciation and amortization expenses of approximately $4.6 million and $5.9 million for the three months ended June 30, 2022 and 2021, respectively, relate to amortization of intangible assets acquired via asset acquisitions and business combinations.
| For the Six Months Ended June 30, 2022 | For the Six Months Ended June 30, 2021 | Evolent Health, Inc.as Reported | Evolent Health, Inc.as Adjusted | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Evolent | Evolent | Evolent | Evolent | |||||||||||||||||||
| Health, Inc. | Health, Inc. | Health, Inc. | Health, Inc. | Change Over Prior Period | Change Over Prior Period | |||||||||||||||||
| as Reported | Adjustments | as Adjusted | as Reported | Adjustments | as Adjusted | % | % | |||||||||||||||
| Revenue | $ | 616,996 | $ | — | $ | 616,996 | $ | 437,128 | $ | — | $ | 437,128 | 41.1 | % | 41.1 | % | ||||||
| Expenses | ||||||||||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization expenses presented separately below) (1) | 469,444 | (2,380) | 467,064 | 329,945 | (1,662) | 328,283 | 139,499 | 42.3 | % | 138,781 | 42.3 | % | ||||||||||
| Selling, general and administrative expenses (2) | 117,887 | (13,948) | 103,939 | 101,290 | (20,696) | 80,594 | 16,597 | 16.4 | % | 23,345 | 29.0 | % | ||||||||||
| Depreciation and amortization expenses (3) | 30,218 | (9,131) | 21,087 | 30,103 | (11,843) | 18,260 | 115 | 0.4 | % | 2,827 | 15.5 | % | ||||||||||
| Change in fair value of contingent consideration | 6,878 | (6,878) | — | (594) | 594 | — | 7,472 | (1,257.9) | % | — | — | % | ||||||||||
| Total operating expenses | 624,427 | (32,337) | 592,090 | 460,744 | (33,607) | 427,137 | 163,683 | 35.5 | % | 164,953 | 38.6 | % | ||||||||||
| Operating income (loss) | $ | (7,431) | $ | 32,337 | $ | 24,906 | $ | (23,616) | $ | 33,607 | $ | 9,991 | 68.5 | % | 149.3 | % | ||||||
| Total operating expenses as a percentage of total revenue | 101.2 | % | 96.0 | % | 105.4 | % | 97.7 | % |
All values are in US Dollars.
————
(1)Adjustments to cost of revenue include $2.0 million and $1.5 million in stock-based compensation expense, $0.4 million and $0.2 million related to the amortization of contract cost assets recorded as a result of the one-time ASC 606 transition adjustment for the six months ended June 30, 2022 and 2021, respectively.
(2)Adjustments to selling, general and administrative expenses include $10.4 million and $5.9 million in stock-based compensation expense and $3.6 million and $2.1 million of acquisition-related costs resulting from acquisitions and business combinations for the six months ended June 30, 2022 and 2021, respectively. Adjustments for the six months ended June 30, 2021 include $6.0 million of repositioning costs and $6.5 million of strategy and shareholder advisory expenses.
(3)Adjustments to depreciation and amortization expenses of approximately $9.1 million and $11.8 million for the six months ended June 30, 2022 and 2021, respectively, relate to amortization of intangible assets acquired via asset acquisitions and business combinations.
Evolent Health, Inc.
Segment Results
(in thousands, unaudited)
| Evolent Health Services | Clinical Solutions | Intersegment<br>Eliminations | Subtotal | Corporate (1) | Consolidated Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | ||||||||||||
| For the Three Months Ended June 30, 2022 | ||||||||||||
| Total revenue | $ | 92,796 | $ | 227,603 | $ | (460) | $ | 319,939 | $ | — | $ | 319,939 |
| For the Three Months Ended June 30, 2021 | ||||||||||||
| Total revenue | $ | 75,323 | $ | 147,194 | $ | (460) | $ | 222,057 | $ | — | $ | 222,057 |
| Evolent Health Services | Clinical Solutions | Subtotal | Corporate (1) | Consolidated Total | ||||||||
| For the Three Months Ended June 30, 2022 | ||||||||||||
| Adjusted EBITDA | $ | 15,129 | $ | 13,492 | $ | 28,621 | $ | (6,882) | $ | 21,739 | ||
| For the Three Months Ended June 30, 2021 | ||||||||||||
| Adjusted EBITDA | $ | 6,531 | $ | 13,597 | $ | 20,128 | $ | (6,782) | $ | 13,346 | ||
| Evolent Health Services | Clinical Solutions | Intersegment<br>Eliminations | Subtotal | Corporate (1) | Consolidated Total | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue | ||||||||||||
| For the Six Months Ended June 30, 2022 | ||||||||||||
| Total revenue | $ | 200,114 | $ | 417,802 | $ | (920) | $ | 616,996 | $ | — | $ | 616,996 |
| For the Six Months Ended June 30, 2021 | ||||||||||||
| Total revenue | $ | 160,609 | $ | 277,417 | $ | (898) | $ | 437,128 | $ | — | $ | 437,128 |
| Evolent Health Services | Clinical Solutions | Subtotal | Corporate (1) | Consolidated Total | ||||||||
| For the Six Months Ended June 30, 2022 | ||||||||||||
| Adjusted EBITDA | $ | 23,346 | $ | 35,688 | $ | 59,034 | $ | (13,040) | $ | 45,994 | ||
| For the Six Months Ended June 30, 2021 | ||||||||||||
| Adjusted EBITDA | $ | 12,473 | $ | 29,573 | $ | 42,046 | $ | (13,793) | $ | 28,253 |
————————
(1)Corporate includes various finance, human resources, legal, executive and other corporate infrastructure expenses.
Evolent Health, Inc.
Reconciliation of Adjusted EBITDA to Net Loss
Attributable to Common Shareholders of Evolent Health, Inc.
(in thousands, except per share data)
(unaudited)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net loss attributable to common shareholders of Evolent Health, Inc. | $ | (4,588) | $ | (9,107) | $ | (9,938) | $ | (18,914) | ||||
| Net loss margin | (1.4) | % | (4.1) | % | (1.6) | % | (4.3) | % | ||||
| Less: | ||||||||||||
| Interest income | 223 | 68 | 340 | 191 | ||||||||
| Interest expense | (2,148) | (6,274) | (4,389) | (12,611) | ||||||||
| Benefit from (provision for) income taxes | 184 | (91) | (1,018) | (702) | ||||||||
| Depreciation and amortization expenses | (15,112) | (14,916) | (30,218) | (30,103) | ||||||||
| Gain on transfer of membership | — | — | — | 22,969 | ||||||||
| Loss on repayment of debt | — | — | — | (19,158) | ||||||||
| Gain from equity method investees | 1,952 | 4,879 | 2,548 | 12,662 | ||||||||
| Change in fair value of contingent consideration | (800) | — | (6,878) | 594 | ||||||||
| Other income (expense), net | 297 | (18) | 475 | (32) | ||||||||
| Repositioning costs | — | (663) | — | (6,043) | ||||||||
| Stock-based compensation expense | (7,012) | (3,653) | (12,358) | (7,359) | ||||||||
| Severance costs | — | — | (39) | (52) | ||||||||
| Amortization of contract cost assets | (27) | (196) | (54) | (323) | ||||||||
| Strategy and shareholder advisory expenses | — | (1,513) | — | (6,513) | ||||||||
| Acquisition-related costs | (3,421) | (76) | (3,878) | (2,070) | ||||||||
| Gain (loss) from discontinued operations (1) | (463) | — | (463) | 1,383 | ||||||||
| Adjusted EBITDA | $ | 21,739 | $ | 13,346 | $ | 45,994 | $ | 28,253 | ||||
| Adjusted EBITDA margin | 6.8 | % | 6.0 | % | 7.5 | % | 6.5 | % |
————————
(1)Includes $(0.5) million loss on disposal of discontinued operations for the three and six months ended June 30, 2022 and $1.9 million gain on disposal of discontinued operations for the six months ended June 30, 2021, respectively.
Evolent Health, Inc.
Reconciliation of Adjusted EBITDA to Net Income (Loss)
Attributable to Common Shareholders of Evolent Health, Inc.
(in thousands, except per share data)
(unaudited)
| Evolent Health Services | Clinical | Corporate | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Three Months Ended June 30, | For the Three Months Ended June 30, | For the Three Months Ended June 30, | ||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||
| Net loss attributable to common shareholders of Evolent Health, Inc. | $ | 6,243 | $ | (4,914) | $ | (118) | $ | 8,131 | $ | (10,713) | $ | (12,324) | ||||
| Net income margin | 6.8 | % | (6.5) | % | (0.1) | % | 5.5 | % | ||||||||
| Less: | ||||||||||||||||
| Interest income | — | — | — | — | 223 | 68 | ||||||||||
| Interest expense | — | — | — | — | (2,148) | (6,274) | ||||||||||
| Benefit from (provision for) income taxes | — | — | — | — | 184 | (91) | ||||||||||
| Depreciation and amortization expenses | (7,566) | (10,679) | (7,546) | (4,237) | — | — | ||||||||||
| Gain from equity method investees | — | — | — | — | 1,952 | 4,879 | ||||||||||
| Change in fair value of contingent consideration | — | — | — | — | (800) | — | ||||||||||
| Other income (expense), net | — | — | — | — | 297 | (18) | ||||||||||
| Repositioning costs | — | — | — | — | — | (663) | ||||||||||
| Stock-based compensation expense | (1,304) | (570) | (2,652) | (1,229) | (3,056) | (1,854) | ||||||||||
| Amortization of contract cost assets | (16) | (196) | — | — | (11) | — | ||||||||||
| Strategy and shareholder advisory expenses | — | — | — | — | — | (1,513) | ||||||||||
| Acquisition-related costs | — | — | (3,412) | — | (9) | (76) | ||||||||||
| Loss from discontinued operations | — | — | — | — | (463) | — | ||||||||||
| Adjusted EBITDA | $ | 15,129 | $ | 6,531 | $ | 13,492 | $ | 13,597 | $ | (6,882) | $ | (6,782) | ||||
| Adjusted EBITDA margin | 16.4 | % | 8.7 | % | 5.9 | % | 9.2 | % |
Evolent Health, Inc.
Reconciliation of Adjusted EBITDA to Net Loss
Attributable to Common Shareholders of Evolent Health, Inc.
(in thousands, except per share data)
(unaudited)
| Evolent Health Services | Clinical | Corporate | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Six Months Ended June 30, | For the Six Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||
| Net income (loss) attributable to common shareholders of Evolent Health, Inc. | $ | 4,000 | $ | (12,895) | $ | 14,334 | $ | 21,586 | $ | (28,271) | $ | (27,605) | ||||
| Net income margin | 2.0 | % | (8.1) | % | 3.4 | % | 7.8 | % | ||||||||
| Less: | ||||||||||||||||
| Interest income | — | — | — | — | 340 | 191 | ||||||||||
| Interest expense | — | — | — | — | (4,389) | (12,611) | ||||||||||
| Provision for income taxes | — | — | — | — | (1,018) | (702) | ||||||||||
| Depreciation and amortization expenses | (17,190) | (23,811) | (13,028) | (6,292) | — | — | ||||||||||
| Gain from equity method investees | — | — | — | — | 2,548 | 12,662 | ||||||||||
| Gain on transfer of membership | — | — | — | — | — | 22,969 | ||||||||||
| Change in fair value of contingent consideration | — | — | — | — | (6,878) | 594 | ||||||||||
| Other income (expense), net | — | — | — | — | 475 | (32) | ||||||||||
| Loss on repayment of debt | — | — | — | — | — | (19,158) | ||||||||||
| Repositioning costs | — | — | — | — | — | (6,043) | ||||||||||
| Stock-based compensation expense | (2,124) | (1,234) | (4,449) | (1,695) | (5,785) | (4,430) | ||||||||||
| Severance costs | — | — | — | — | (39) | (52) | ||||||||||
| Amortization of contract cost assets | (32) | (323) | — | — | (22) | — | ||||||||||
| Strategy and shareholder advisory expenses | — | — | — | — | — | (6,513) | ||||||||||
| Acquisition-related costs | — | — | (3,877) | — | — | (2,070) | ||||||||||
| Gain (loss) from discontinued operations | — | — | — | — | (463) | 1,383 | ||||||||||
| Adjusted EBITDA | $ | 23,346 | $ | 12,473 | $ | 35,688 | $ | 29,573 | $ | (13,040) | $ | (13,793) | ||||
| Adjusted EBITDA margin | 11.7 | % | 7.8 | % | 8.5 | % | 10.7 | % |
Evolent Health, Inc.
Reconciliation of Adjusted Earnings (Loss) Available to Common
Shareholders to Net Loss Attributable to Common Shareholders
(in thousands, except per share data)
(unaudited)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Net Loss Attributable to Common Shareholders of Evolent Health, Inc. (a) | $ | (4,588) | $ | (9,107) | $ | (9,938) | $ | (18,914) |
| Less: | ||||||||
| Gain from equity method investees | 1,952 | 4,879 | 2,548 | 12,662 | ||||
| Other expense, net | 297 | (18) | 475 | (32) | ||||
| Gain on transfer of membership | — | — | — | 22,969 | ||||
| Loss on repayment of debt | — | — | — | (19,158) | ||||
| Change in fair value of contingent consideration | (800) | — | (6,878) | 594 | ||||
| Purchase accounting adjustments | (4,562) | (5,937) | (9,131) | (11,843) | ||||
| Repositioning costs | — | (663) | — | (6,043) | ||||
| Stock-based compensation expense | (7,012) | (3,653) | (12,358) | (7,359) | ||||
| Severance costs | — | — | (39) | (52) | ||||
| Amortization of contract cost assets | (27) | (196) | (54) | (323) | ||||
| Gain (loss) from discontinued operations (1) | (463) | — | (463) | 1,383 | ||||
| Strategy and shareholder advisory expenses | — | (1,513) | — | (6,513) | ||||
| Acquisition-related costs | (3,421) | (76) | (3,878) | (2,070) | ||||
| Adjusted Income (Loss) Attributable to Common Shareholders (b) | $ | 9,448 | $ | (1,930) | $ | 19,840 | $ | (3,129) |
| Loss per Share Attributable to Common Shareholders - Basic and Diluted (a) (2) | $ | (0.05) | $ | (0.11) | $ | (0.11) | $ | (0.22) |
| Adjusted Income (Loss) per Share Available to Common Shareholders (b) | $ | 0.10 | $ | (0.02) | $ | 0.22 | $ | (0.04) |
| Weighted-average common shares - basic and diluted (2) | 90,071 | 85,448 | 89,792 | 85,056 |
————————
(1)Includes $(0.5) million loss on disposal of discontinued operations for the three and six months ended June 30, 2022 and $1.9 million gain on disposal of discontinued operations for the six months ended June 30, 2021, respectively.
(2)For periods of net loss, shares used in both the basic and diluted earnings per share calculation represent basic shares as using diluted shares would be anti-dilutive.
Evolent Health, Inc.
Guidance Reconciliation
(in thousands, unaudited)
| For the Three Months Ended September 30, 2022 | For the Year <br>Ended December<br>31, 2022 | |||
|---|---|---|---|---|
| Net loss attributable to common shareholders of Evolent Health, Inc. | $ | (7,486) | $ | (22,903) |
| Less: | ||||
| Interest income | 250 | 840 | ||
| Interest expense | (4,500) | (14,389) | ||
| Income tax expense | — | (1,018) | ||
| Depreciation and amortization expenses | (15,000) | (60,218) | ||
| Gain from equity method investees | — | 2,548 | ||
| Other income (expense), net | — | 475 | ||
| Change in contingent consideration | (4,711) | (16,300) | ||
| Stock-based compensation expense | (7,000) | (26,357) | ||
| Severance costs | — | (39) | ||
| Amortization of contract cost assets | (25) | (104) | ||
| Acquisition-related costs | (3,000) | (7,878) | ||
| Discontinued operations | — | (463) | ||
| Adjusted EBITDA | $ | 26,500 | $ | 100,000 |
The guidance reconciliation provided above reconciles the midpoint of the respective guidance ranges to the most comparable GAAP measure.
FORWARD-LOOKING STATEMENTS - CAUTIONARY LANGUAGE
Certain statements made in this report and in other written or oral statements made by us or on our behalf are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like: “believe,” “anticipate,” “expect,” “estimate,” “aim,” “predict,” “potential,” “continue,” “plan,” “project,” “will,” “should,” “shall,” “may,” “might” and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to our ability to grow our impact significantly throughout this year and beyond, future actions, trends in our businesses, prospective services, new partner additions/expansions, our guidance and business outlook and future performance or financial results, and the closing of pending transactions and the outcome of contingencies, such as legal proceedings. We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.
These statements are only predictions based on our current expectations and projections about future events. Forward-looking statements involve risks and uncertainties that may cause actual results, level of activity, performance or achievements to differ materially from the results contained in the forward-looking statements. Risks and uncertainties that may cause actual results to vary materially, some of which are described within the forward-looking statements, include, among others:
•the significant portion of revenue we derive from our largest partners, and the potential loss, non-renewal, termination or renegotiation of our relationship or contract with any significant partner, or multiple partners in the aggregate;
•evolution in the market for value-based care;
•uncertainty in the health care regulatory framework, including the potential impact of policy changes;
•our ability to offer new and innovative products and services;
•risks related to completed and future acquisitions, investments, alliances and joint ventures, including our acquisition of the Implantable Provider Group, Inc., which could divert management resources, result in unanticipated costs or dilute our stockholders;
•the financial benefits we expect to receive as a result of the sale of certain assets of Passport may not be realized;
•the growth and success of our partners, which is difficult to predict and is subject to factors outside of our control, including governmental funding reductions and other policy changes, enrollment numbers for our partners’ plans, premium pricing reductions, selection bias in at-risk membership and the ability to control and, if necessary, reduce health care costs;
•risks relating to our ability to maintain profitability for our total cost of care and New Century Health’s performance-based contracts and products, including capitation and risk-bearing contracts;
•our ability to effectively manage our growth and maintain an efficient cost structure, and to successfully implement cost cutting measures;
•changes in general economic conditions nationally and regionally in our markets, including inflation and economic and business conditions and the impact thereof on the economy resulting from the COVID-19 pandemic and other public health emergencies;
•our ability to recover the significant upfront costs in our partner relationships;
•our ability to attract new partners and successfully capture new growth opportunities;
•the increasing number of risk-sharing arrangements we enter into with our partners;
•our ability to estimate the size of our target markets;
•our ability to maintain and enhance our reputation and brand recognition;
•consolidation in the health care industry;
•competition which could limit our ability to maintain or expand market share within our industry;
•risks related to governmental payer audits and actions, including whistleblower claims;
•our ability to partner with providers due to exclusivity provisions in our contracts;
•risks related to our offshore operations;
•our ability to contain health care costs, implement increases in premium rates on a timely basis, maintain adequate reserves for policy benefits or maintain cost effective provider agreements;
•our dependency on our key personnel, and our ability to attract, hire, integrate and retain key personnel;
•the impact of additional goodwill and intangible asset impairments on our results of operations;
•our indebtedness, our ability to service our indebtedness, and our ability to obtain additional financing;
•our ability to achieve profitability in the future;
•the impact of litigation, including the ongoing class action lawsuit;
•material weaknesses in the future may impact our ability to conclude that our internal control over financial reporting is not effective and we may be unable to produce timely and accurate financial statements;
•restrictions and penalties as a result of privacy and data protection laws;
•data loss or corruption due to failures or errors in our systems and service disruptions at our data centers;
•restrictions and penalties as a result of privacy and data protection laws;
•adequate protection of our intellectual property, including trademarks;
•any alleged infringement, misappropriation or violation of third-party proprietary rights;
•our use of “open source” software;
•our ability to protect the confidentiality of our trade secrets, know-how and other proprietary information;
•our reliance on third parties and licensed technologies;
•our ability to use, disclose, de-identify or license data and to integrate third-party technologies;
•our reliance on Internet infrastructure, bandwidth providers, data center providers, other third parties and our own systems for providing services to our partners;
•our reliance on third-party vendors to host and maintain our technology platform;
•our obligations to make payments to certain of our pre-IPO investors for certain tax benefits we may claim in the future;
•our ability to utilize benefits under the tax receivables agreement described herein;
•our obligations to make payments under the tax receivables agreement that may be accelerated or may exceed the tax benefits we realize;
•the terms of agreements between us and certain of our pre-IPO investors;
•the conditional conversion features of the 2024 and 2025 convertible notes, which, if triggered, could require us to settle the 2024 or 2025 convertible notes in cash;
•the potential volatility of our Class A common stock price;
•the potential decline of our Class A common stock price if a substantial number of shares are sold or become available for sale;
•provisions in our second amended and restated certificate of incorporation and third amended and restated by-laws and provisions of Delaware law that discourage or prevent strategic transactions, including a takeover of us;
•the ability of certain of our investors to compete with us without restrictions;
•provisions in our second amended and restated certificate of incorporation which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees; and
•our intention not to pay cash dividends on our Class A common stock.
The risks included here are not exhaustive. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Our Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Form 10-K") and other documents filed with the SEC include additional factors that could affect our businesses and financial performance. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors.
Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this report.
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