- Revenue of $647.1 million, an
increase of $178.0 million or
37.9%, from the three months ended June
30, 2023.
- Net loss attributable to common shareholders of Evolent
Health, Inc. of $(6.4) million and a
net loss margin of (1.0)%.
- Adjusted EBITDA of $52.0
million resulting in an Adjusted EBITDA margin of
8.0%.
- Narrows revenue outlook for full year 2024 and provides
updated 2024 Adjusted EBITDA guidance.
- Reiterates confidence in achieving $300 million in Adjusted EBITDA run rate exiting
2024.
WASHINGTON, Aug. 8, 2024
/PRNewswire/ -- Evolent Health, Inc. (NYSE: EVH), a company that
specializes in better health outcomes for people with complex
conditions through proven solutions that make health care simpler
and more affordable, today announced financial results for the
quarter ended June 30, 2024.
Seth Blackley, co-founder and
Chief Executive Officer of Evolent stated, "Evolent revenue
increased by over 35% year-over-year and we delivered consistent
profitability and cash flow. We have also made significant progress
toward revenue fee increases consistent with the higher disease
rates in the market – underscoring our ability to perform and bring
clinical value to our customers in both higher and lower
utilization environments.
Mr. Blackley continued, "We believe the combination of our
strong sales performance, the significant progress on updated rates
and the clinical value we bring to our customers gives us
confidence in delivering on our 2024 revised Adjusted EBITDA
guidance range and on our 2024 $300
million exit run rate profitability target."
Highlights from the quarter ended June 30,
2024 include (in thousands, except for average PMPM fees and
revenue per case):
|
For the Three Months
Ended
June 30,
|
|
2024
|
|
2023
|
Financial
Results:
|
|
|
|
Revenue
|
$
647,145
|
|
$
469,136
|
Net loss attributable
to common shareholders of Evolent Health, Inc.
|
$
(6,383)
|
|
$
(41,411)
|
Net loss
margin
|
(1.0) %
|
|
(8.8) %
|
Adjusted
EBITDA
|
$
51,950
|
|
$
47,410
|
Adjusted EBITDA
Margin
|
8.0 %
|
|
10.1 %
|
|
|
|
|
Average Lives on
Platform/Cases
|
|
|
|
Performance
Suite
|
6,901
|
|
3,810
|
Specialty Technology
and Services Suite
|
71,701
|
|
72,954
|
Administrative
Services
|
1,268
|
|
1,822
|
Cases
|
15
|
|
15
|
|
|
|
|
Average Unique
Members
|
39,856
|
|
41,794
|
|
|
|
|
Average PMPM Fees/
Revenue per Case
|
|
|
|
Performance
Suite
|
$
22.30
|
|
$
24.20
|
Specialty Technology
and Services Suite
|
0.38
|
|
0.35
|
Administrative
Services
|
15.97
|
|
14.22
|
Cases
|
2,849
|
|
2,505
|
Evolent highlighted the following four new revenue agreements,
two in Performance Suite and two within Specialty Technology and
Services, as defined below:
- Expanded to two new states in the Performance Suite for
oncology with an existing enterprise client;
- Executed a significant revenue cross-sale of oncology and other
Specialty Technology and Services solutions to a large western
Blues plan; and
- Expansion with a Midwest Blue Cross Blue Shield plan to expand
the Company's musculoskeletal Specialty Technology and Services
solutions to Medicare Advantage members.
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
presented herein 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") (in thousands, except for per share data):
|
For the Three Months
Ended
June 30,
|
|
2024
|
|
2023
|
Revenue
|
$ 647,145
|
|
$ 469,136
|
Cost of
revenue
|
$ 540,302
|
|
$ 351,938
|
Selling, general and
administrative expenses
|
$
69,185
|
|
$
90,389
|
Net loss attributable
to common shareholders of Evolent Health, Inc.
|
$
(6,383)
|
|
$ (41,411)
|
Net loss
margin
|
(1.0) %
|
|
(8.8) %
|
Loss attributable to
common shareholders of Evolent Health, Inc.:
|
|
|
|
Basic and
diluted
|
$
(0.06)
|
|
$
(0.37)
|
Total cash and cash equivalents was $101.3 million as of June
30, 2024.
Adjusted Results
Evolent Health, Inc. reported the following adjusted results (in
thousands, except for per share data):
|
For the Three Months
Ended
June 30,
|
|
2024
|
|
2023
|
Adjusted cost of
revenue
|
$
539,095
|
|
$
351,896
|
Adjusted selling,
general and administrative expenses
|
$
56,100
|
|
$
69,830
|
Adjusted
EBITDA
|
$
51,950
|
|
$
47,410
|
Adjusted EBITDA
margin
|
8.0 %
|
|
10.1 %
|
Adjusted income
attributable to common shareholders
|
$
34,644
|
|
$
15,781
|
Adjusted income per
share attributable to common shareholders:
|
|
|
|
Basic
|
$
0.30
|
|
$
0.14
|
Business
Outlook
The Company does not believe it can meaningfully reconcile
guidance for non-GAAP Adjusted EBITDA to net income (loss)
attributable to common shareholders of Evolent Health, Inc. because
the company cannot provide guidance for the more significant
reconciling items between net income (loss) attributable to common
shareholders of Evolent Health, Inc. and Adjusted EBITDA without
unreasonable effort. This is due to the fact that future period
non-GAAP guidance includes adjustments for items not indicative of
our core operations, and as a result from changes to our business
due to acquisitions and other events. Such items may, from time to
time, include loss on repayment/extinguishment of debt; gain (loss)
from equity method investees, change in fair value of contingent
consideration, change in tax receivable agreement liability, other
income (expense), gain (loss) on disposal of non-strategic assets,
right-of-use asset impairments, repositioning costs, stock-based
compensation expense, severance costs, dividends and accretion on
Series A Preferred Stock, acquisition-related costs and certain
other items the company believes to be non-indicative of its
ongoing operations. Such adjustments may be affected by changes in
ongoing assumptions, judgements, as well as nonrecurring, unusual
or unanticipated charges, expenses or gains (losses) or other items
that may not directly correlate to the underlying performance of
our business operations. The exact amount of these adjustments are
not currently determinable but may be significant.
Third Quarter 2024 Guidance
For the three months ended September 30,
2024, revenue is expected to be in the range of $615.0 million to $635.0
million. Adjusted EBITDA is expected to be in the range of
$60.0 million to $68.0 million. The revenue outlook for the three
months ended September 30, 2024 is
impacted by an expected one-time true-down related to the narrower
risk scope in certain markets that is neutral to the Company's
Adjusted EBITDA outlook.
The Company noted that its outlook for the third quarter and its
full year 2024 guidance are based on the following assumptions:
first, disease prevalence and acuity to remain stable at the
average levels of the first half of 2024; second, the capture of
anticipated rate increases expected to go live in the third
quarter; third, continuing to successfully execute as expected on
the underlying maturation of the Performance Suite revenue
portfolio; and fourth, the go-live of announced new
business.
Full Year 2024 Guidance
For the year ending December 31,
2024, revenue is expected to be in the range of
approximately $2.56 billion to
$2.60 billion and Adjusted EBITDA is
expected to be in the range of approximately $230.0 million to $245.0
million. In addition to the assumptions underlying the third
quarter guidance, our updated ranges for the year are based on our
expectations of the timing of anticipated rate increases from
clients for Performance Suite beginning in 2024 as well as new
go-lives. Beginning in August, we are reallocating certain
engineering expenses towards the Machinify roll out. This will have
a temporary effect of lowering our software capitalization rate and
increasing our operating expenses by $5
million, primarily in the fourth quarter of 2024. We
therefore expect this temporary shift of dollars from capitalized
expenses to operating expenses to reduce Adjusted EBITDA but having
no impact on cash flow. The Company expects these costs to return
to capitalized expenses by the end of December 2024 and it continues to forecast
greater than $150 million in
operating cash flow for 2024.
In revising our Adjusted EBITDA outlook for the year, the
Company prioritized setting the appropriate rates for the balance
of 2024 and for 2025 over retrospective rate increases based on the
partnership dynamics with our payers in an environment where they
are under pressure. 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 in addition to those set
forth above 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
For the year ending December 31,
2024, the Company expects:
- Cash deployed for capitalized software development of
approximately $25 million.
- Cash flow from operations of at least $150 million.
Web and Conference Call Information
Evolent Health, Inc. will hold a conference call to discuss its
financial performance and related matters this evening,
August 8, 2024, 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.evolent.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 invites all interested parties to attend the
conference call.
About Evolent
Evolent (NYSE: EVH) specializes in better health outcomes for
people with complex conditions through proven solutions that make
health care simpler and more affordable. Evolent serves a national
base of leading payers and providers 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 evolent.com.
Contacts:
Seth Frank
Investor Relations
sfrank@evolent.com
New Revenue Agreements
Beginning with the first quarter of 2024, Evolent began
reporting the number of new revenue agreements signed for
Performance Suite, Specialty Technology and Services Suite,
Administrative Services and Case-based products. A new revenue
agreement includes incremental revenue to the Company reflecting
contracts for services to both new partner entities, corporations
or health plans as well as additional sales to existing partners.
New revenue agreements may include incremental services,
geographic, or line of business expansions or a combination
thereof. The conversion of Specialty Technology and Services Suite
contracts to Performance Suite are also included in this
definition. The company does not count renewals for existing scope,
growth of membership within an existing contract scope or
transaction related purchase agreements, if applicable, in this
metric.
Lives on Platform and Per Member Per Month ("PMPM")
Fee
Performance Suite Lives on Platform are calculated by summing
monthly members covered for specialty care services for contracts
not under ASO arrangements, plus members managed by Complex Care in
risk arrangements and divided by the number of months in the
period. Specialty Technology and Services Suite Lives on Platform
are calculated by summing monthly members covered for oncology,
cardiology, musculoskeletal, advanced imaging and other diagnostic
specialty care services for contracts under ASO arrangements
divided by the number of months in the period. Administrative
Services Lives on Platform are calculated by summing monthly
members covered for administrative services implementation and core
performance services divided by the number of months in the period.
Cases are calculated by summing the number of individuals receiving
services through our surgery management and advanced care planning
programs in a given period. Members covered for more than one
category are counted in each category.
Performance Suite Average PMPM fee is defined as revenue
pertaining to our Performance Suite during the period reported
divided by Performance Suite Lives on Platform for the period
divided by the number of months in the period. Specialty Technology
and Services Suite Average PMPM fee is defined as revenue
pertaining to the Specialty Technology and Services Suite during
the period reported divided by Specialty Technology and Services
Suite Lives on Platform for the period divided by the number of
months in the period. Administrative Services Average PMPM fee is
defined as revenue pertaining to the Administrative Services during
the period reported divided by the Administrative Services Lives on
Platform for the period divided by the number of months in the
period. Revenue per Case is calculated by the revenue pertaining to
surgery management and advanced care planning programs divided by
the number of cases for a given period.
Average Unique Members are calculated by summing members covered
by our Performance Suite, Specialty Technology and Services Suite
and Administrative Services. In cases where partners cross between
multiple solutions, we only capture members from the solution with
the maximum number of members.
Management uses Lives on Platform, PMPM fees, Cases, Revenue per
Case and Average Unique Members 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.
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,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Revenue
|
$
647,145
|
|
$
469,136
|
|
$
1,286,798
|
|
$
896,826
|
Expenses
|
|
|
|
|
|
|
|
Cost of
revenue
|
540,302
|
|
351,938
|
|
1,075,849
|
|
662,413
|
Selling, general and
administrative expenses
|
69,185
|
|
90,389
|
|
148,289
|
|
180,115
|
Depreciation and
amortization expenses
|
29,870
|
|
32,134
|
|
59,373
|
|
61,409
|
Right-of-use assets
impairment
|
—
|
|
24,065
|
|
—
|
|
24,065
|
Change in fair value of
contingent consideration
|
—
|
|
(7,822)
|
|
8,908
|
|
747
|
Total operating
expenses
|
639,357
|
|
490,704
|
|
1,292,419
|
|
928,749
|
Operating income
(loss)
|
7,788
|
|
(21,568)
|
|
(5,621)
|
|
(31,923)
|
Interest
income
|
1,370
|
|
604
|
|
3,920
|
|
1,664
|
Interest
expense
|
(5,995)
|
|
(14,458)
|
|
(11,992)
|
|
(27,353)
|
Gain (loss) from
equity method investees
|
(1,700)
|
|
155
|
|
(1,394)
|
|
578
|
Change in tax
receivables agreement liability
|
—
|
|
—
|
|
(173)
|
|
(66,184)
|
Other income
(expense), net
|
(105)
|
|
(26)
|
|
(97)
|
|
(246)
|
Income (loss) before
income taxes
|
1,358
|
|
(35,293)
|
|
(15,357)
|
|
(123,464)
|
Provision for (benefit
from) income taxes
|
(238)
|
|
(970)
|
|
327
|
|
(69,159)
|
Income (loss) before
preferred dividends and accretion of Series A Preferred
Stock
|
1,596
|
|
(34,323)
|
|
(15,684)
|
|
(54,305)
|
Dividends and
accretion of Series A Preferred Stock
|
(7,979)
|
|
(7,088)
|
|
(15,924)
|
|
(13,364)
|
Net loss attributable
to common shareholders of Evolent Health, Inc.
|
$
(6,383)
|
|
$
(41,411)
|
|
$
(31,608)
|
|
$
(67,669)
|
|
|
|
|
|
|
|
|
Loss per common
share
|
|
|
|
|
|
|
|
Basic and
diluted
|
$
(0.06)
|
|
$
(0.37)
|
|
$
(0.28)
|
|
$
(0.62)
|
|
|
|
|
|
|
|
|
Weighted-average
common shares outstanding
|
|
|
|
|
|
|
|
Basic and
diluted
|
114,688
|
|
111,278
|
|
114,415
|
|
109,540
|
|
|
|
|
|
|
|
|
Comprehensive
loss
|
|
|
|
|
|
|
|
Net loss attributable
to common shareholders of Evolent Health, Inc.
|
$
(6,383)
|
|
$
(41,411)
|
|
$
(31,608)
|
|
$
(67,669)
|
Other comprehensive
loss, net of taxes, related to:
|
|
|
|
|
|
|
|
Foreign currency
translation adjustment
|
(47)
|
|
8
|
|
(98)
|
|
64
|
Total comprehensive
loss attributable to common shareholders of Evolent Health,
Inc.
|
$
(6,430)
|
|
$
(41,403)
|
|
$
(31,706)
|
|
$
(67,605)
|
Evolent Health,
Inc.
Consolidated Balance
Sheets
(in
thousands)
|
|
|
June 30,
2024
|
|
December 31,
2023
|
|
(unaudited)
|
|
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
101,250
|
|
$
192,825
|
Restricted cash and
restricted investments
|
20,053
|
|
13,768
|
Accounts receivable,
net
|
373,725
|
|
446,749
|
Prepaid expenses and
other current assets
|
25,943
|
|
30,331
|
Total current
assets
|
520,971
|
|
683,673
|
Restricted cash and
restricted investments
|
16,646
|
|
16,864
|
Investments and equity
method investees
|
8,371
|
|
4,895
|
Property and equipment,
net
|
75,297
|
|
78,194
|
Right-of-use assets -
operating
|
9,905
|
|
11,983
|
Prepaid expenses and
other noncurrent assets
|
2,672
|
|
4,028
|
Contract cost
assets
|
13,419
|
|
12,120
|
Intangible assets,
net
|
711,290
|
|
752,009
|
Goodwill
|
1,116,538
|
|
1,116,542
|
Total
assets
|
$
2,475,109
|
|
$
2,680,308
|
LIABILITIES,
MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY
|
|
|
|
Liabilities
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$
39,030
|
|
$
48,246
|
Accrued
liabilities
|
84,788
|
|
149,849
|
Operating lease
liability - current
|
6,133
|
|
9,738
|
Accrued compensation
and employee benefits
|
31,302
|
|
56,385
|
Deferred
revenue
|
4,558
|
|
5,976
|
Reserve for claims and
performance - based arrangements
|
317,563
|
|
404,048
|
Total current
liabilities
|
483,374
|
|
674,242
|
Long-term debt,
net
|
598,784
|
|
597,049
|
Other long-term
liabilities
|
3,431
|
|
3,637
|
Tax receivables
agreement liability
|
108,105
|
|
107,932
|
Operating lease
liabilities - noncurrent
|
30,789
|
|
38,009
|
Deferred tax
liabilities, net
|
12,559
|
|
13,311
|
Total
liabilities
|
1,237,042
|
|
1,434,180
|
|
|
|
|
Mezzanine
Equity
|
|
|
|
Preferred class A
common stock - $0.01 par value; 50,000,000 shares authorized;
175,000 issued, respectively
|
184,206
|
|
178,427
|
|
|
|
|
Shareholders'
Equity
|
|
|
|
Class A common stock -
$0.01 par value; 750,000,000 shares authorized; 116,261,854 and
115,424,833 shares issued, respectively
|
1,163
|
|
1,154
|
Additional
paid-in-capital
|
1,810,054
|
|
1,808,121
|
Accumulated other
comprehensive loss
|
(1,355)
|
|
(1,257)
|
Retained earnings
(accumulated deficit)
|
(734,878)
|
|
(719,194)
|
Treasury stock, at
cost; 1,537,582 shares issued, respectively
|
(21,123)
|
|
(21,123)
|
Total shareholders'
equity
|
1,053,861
|
|
1,067,701
|
Total liabilities,
mezzanine equity and shareholders' equity
|
$
2,475,109
|
|
$
2,680,308
|
Evolent Health,
Inc.
Consolidated
Statements of Cash Flows
(in thousands,
unaudited)
|
|
|
For the Six Months
Ended
June 30,
|
|
2024
|
|
2023
|
Cash Flows Provided
by (Used In) Operating Activities
|
|
|
|
Net loss before
preferred dividends and accretion of Series A preferred
stock
|
$
(15,684)
|
|
$
(54,305)
|
Adjustments to
reconcile net loss to net cash and restricted cash provided by
(used in) operating activities:
|
|
|
|
Change in fair value
of contingent consideration
|
8,908
|
|
747
|
Loss (gain) from
equity method investees
|
1,394
|
|
(578)
|
Depreciation and
amortization expenses
|
59,373
|
|
61,409
|
Stock-based
compensation expense
|
31,445
|
|
19,676
|
Deferred tax
provision
|
(979)
|
|
(71,019)
|
Amortization of
contract cost assets
|
2,319
|
|
5,672
|
Amortization of
deferred financing costs
|
1,765
|
|
1,915
|
Right-of-use asset
impairment
|
—
|
|
24,065
|
Change in tax
receivables agreement liability
|
173
|
|
66,184
|
Right-of-use operating
assets
|
1,940
|
|
1,147
|
Other current
operating cash outflows, net
|
12
|
|
20
|
Changes in assets and
liabilities, net of acquisitions:
|
|
|
|
Accounts receivable,
net and contract assets
|
73,021
|
|
(63,137)
|
Prepaid expenses and
other current and non-current assets
|
5,935
|
|
(21,142)
|
Contract cost
assets
|
(3,619)
|
|
(2,859)
|
Accounts
payable
|
(15,330)
|
|
(12,732)
|
Accrued
liabilities
|
(490)
|
|
11,944
|
Operating lease
liabilities
|
(10,688)
|
|
(338)
|
Accrued compensation
and employee benefits
|
(25,065)
|
|
(20,643)
|
Deferred
revenue
|
(1,418)
|
|
1,050
|
Reserve for claims and
performance-based arrangements
|
(86,485)
|
|
46,081
|
Other long-term
liabilities
|
(201)
|
|
(477)
|
Net cash and
restricted cash provided by (used in) operating
activities
|
26,326
|
|
(7,320)
|
Cash Flows Used In
Investing Activities
|
|
|
|
Cash paid for asset
acquisitions and business combinations
|
(5,947)
|
|
(388,246)
|
Return of equity method
investments
|
7
|
|
799
|
Purchases of
investments
|
(4,880)
|
|
—
|
Investments in
internal-use software and purchases of property and
equipment
|
(12,453)
|
|
(15,900)
|
Net cash and
restricted cash used in investing activities
|
(23,273)
|
|
(403,347)
|
Cash Flows (Used In)
Provided by Financing Activities
|
|
|
|
Changes in working
capital balances related to claims processing
|
6,109
|
|
33,122
|
Payment of contingent
consideration
|
(70,355)
|
|
—
|
Proceeds from stock
option exercises
|
1,119
|
|
4,654
|
Proceeds from issuance
of long-term debt, net of offering costs
|
(529)
|
|
256,063
|
Repayment of long-term
debt
|
—
|
|
(37,500)
|
Proceeds from issuance
of preferred stock, net of offering costs
|
—
|
|
168,000
|
Payment of preferred
dividends
|
(10,145)
|
|
(8,535)
|
Taxes withheld and paid
for vesting of equity awards
|
(14,698)
|
|
(12,745)
|
Net cash and
restricted cash (used in) provided by financing
activities
|
(88,499)
|
|
403,059
|
Effect of exchange rate
on cash and cash equivalents and restricted cash
|
(62)
|
|
49
|
Net decrease in cash
and cash equivalents and restricted cash
|
(85,508)
|
|
(7,559)
|
Cash and cash
equivalents and restricted cash as of
beginning-of-period
|
223,457
|
|
215,158
|
Cash and cash
equivalents and restricted cash as of end-of-period
|
$
137,949
|
|
$
207,599
|
Non-GAAP Financial Measures
The Company views the following activities as integral to
understanding its non-GAAP financial measures:
- Repositioning costs include severance, termination benefits and
related payroll taxes of $31.0
thousand and $1.8 million,
dedicated employee costs of $0.0
million and $1.2 million,
third-party professional services of $0.6
million and $4.1 million and
office space consolidation costs of $0.0
million and $3.5 million for
the three and six months ended June 30,
2024, respectively. Repositioning costs are not part of
Evolent's normal course of business and are incurred when there is
a business reason to enact a repositioning plan. Adjusting for
these costs gives a better view of the Evolent's normal operating
costs. We only adjust costs that (i) are included within selling,
general and administrative expenses on the consolidated statement
of operations and comprehensive income (loss), (ii) meet the
criteria outlined within the respective repositioning plan and
(iii) do not relate to normal business operations or ongoing
activities.
- Dedicated employee costs primarily include project management
and technology staff costs needed to migrate acquired businesses to
Evolent's integrated technology platform and costs related to the
consolidation of internal operations, strategies, processes and
platforms. Dedicated employee costs are limited to employees that
will have no role in ongoing operations and have no planned role at
Evolent once the repositioning activities are completed.
- Professional services costs primarily relate to services
provided by a third-party vendor to review our operating model and
organizational design in order to improve our profitability, create
value through our solutions and invest in strategic opportunities
in future periods.
- Office space consolidation costs include early termination
penalties and associated expenses.
- Acquisition-related costs include but are not limited to
integration consultants, financial advisory and banking services,
external valuation and accounting advisory services, legal fees and
transaction bonuses paid to certain employees.
- Purchase accounting adjustments include amortization expense on
intangible assets such as corporate trade names, customer,
relationships, provider network contracts and existing technology
related to acquisitions and business combinations. We believe it is
important for the reader to understand that revenue generated from
acquisitions is included within revenue in calculating adjusted
income to common shareholders however amortization expense from
acquired intangible assets is excluded in determining adjusted
income to common shareholders because it does not directly relate
to the services performed for the Company's customers.
In addition to disclosing financial results that are determined
in accordance with GAAP, we present Adjusted Cost of Revenue,
Adjusted Selling, General and Administrative Expenses, Adjusted
Income Attributable to Common Shareholders, Adjusted Income per
Common Share Attributable to Common Shareholders, Adjusted EBITDA
and Adjusted EBITDA Margin, 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, acquisition-related costs and repositioning costs.
Management believes Adjusted Cost of Revenue and Adjusted Selling,
General and Administrative Expenses are useful to investors,
because they facilitate an understanding of our long-term
operational costs while removing the effect of costs that are not a
representative component of the day-to-day operating performance of
our business, and are useful to management as supplemental
performance measures.
Adjusted EBITDA is defined as net loss attributable to common
shareholders of Evolent Health, Inc. before interest income,
interest expense, benefit from (provision for) income taxes,
depreciation and amortization expenses, change in the tax
receivable agreement liability, gain (loss) from equity method
investees, change in fair value of contingent consideration, other
income (expense), net, right-of-use asset impairment, repositioning
costs, stock-based compensation expense, severance costs, dividends
and accretion on Series A Preferred Stock and acquisition-related
costs.
Management believes that Adjusted EBITDA is useful to investors
because it allows further insight into the period over period
operational performance. Management also uses Adjusted EBITDA as a
supplemental performance measure because the removal of
repositioning costs, acquisition-related costs, severance or
non-cash items (e.g. depreciation, amortization, and stock-based
compensation expense) allows us to focus on operational
performance.
Adjusted EBITDA Margin is as defined Adjusted EBITDA divided by
Revenue. Management believes that this measure is useful to
investors because it allows further insight into the period over
period operational performance. Management also uses Adjusted
EBITDA Margin as a supplemental performance measure because it
allows the investor to understand operational performance compared
to revenues over time.
Adjusted Income Attributable to Common Shareholders is defined
as net loss attributable to common shareholders of Evolent Health,
Inc. adjusted to exclude gain (loss) from equity method investees,
other income (expense), net, benefit from (provision for) income
taxes, change in fair value of contingent consideration, change in
tax receivable agreement liability, purchase accounting
adjustments, right-of-use asset impairment, repositioning costs,
stock-based compensation expenses, severance costs, dividends and
accretion on Series A Preferred Stock and acquisition-related
costs.
Adjusted Income per Share Attributable to Common Shareholders is
defined as Adjusted Income Attributable to Common Shareholders
divided by Weighted-Average Common Shares, and reflects the
adjustments made in those non-GAAP measures.
Management believes that Adjusted Income Attributable to Common
Shareholders and Adjusted Income per Share Attributable to Common
Shareholders are useful to investors because excluding non-cash
items (e.g. depreciation, amortization and stock-based compensation
expenses) allows investors to focus on operational performance.
These measures are also useful to management 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.
Evolent Health,
Inc.
Reconciliation of
Adjusted Results of Operations
(in thousands,
unaudited)
|
|
Reconciliation of
Adjusted Cost of Revenue to
Cost of
Revenue
|
|
For the Three
Months
Ended June 30,
|
|
For the Six
Months
Ended June 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Cost of
revenue
|
$
540,302
|
|
$
351,938
|
|
$ 1,075,849
|
|
$
662,413
|
Less:
|
|
|
|
|
|
|
|
Stock-based
compensation
|
1,207
|
|
42
|
|
2,212
|
|
1,582
|
Severance
costs
|
—
|
|
—
|
|
—
|
|
692
|
Adjusted cost of
revenue
|
$
539,095
|
|
$
351,896
|
|
$ 1,073,637
|
|
$
660,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
Adjusted Selling, General and Administrative Expenses
to
Selling, General and
Administrative Expenses
|
|
For the Three
Months
Ended June 30,
|
|
For the Six
Months
Ended June 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Selling, general and
administrative expenses
|
$ 69,185
|
|
$ 90,389
|
|
$
148,289
|
|
$
180,115
|
Less:
|
|
|
|
|
|
|
|
Stock-based
compensation
|
11,452
|
|
8,924
|
|
29,233
|
|
18,094
|
Severance
costs
|
800
|
|
—
|
|
1,180
|
|
262
|
Acquisition-related
costs
|
163
|
|
374
|
|
163
|
|
11,720
|
Repositioning
costs
|
670
|
|
11,261
|
|
10,599
|
|
11,261
|
Adjusted selling,
general and administrative expenses
|
$ 56,100
|
|
$ 69,830
|
|
$
107,114
|
|
$
138,778
|
Evolent Health,
Inc.
Reconciliation of
Adjusted EBITDA to Net Income (Loss)
Attributable to
Common Shareholders of Evolent Health, Inc.
(in
thousands)
(unaudited)
|
|
|
For the Three Months
Ended
June 30,
|
|
For the Six Months
Ended
June 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net loss
attributable to common shareholders of Evolent Health,
Inc.
|
$
(6,383)
|
|
$
(41,411)
|
|
$(31,608)
|
|
$(67,669)
|
Net loss
margin
|
(1.0) %
|
|
(8.8) %
|
|
(2.5) %
|
|
(7.5) %
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
Interest
income
|
1,370
|
|
604
|
|
3,920
|
|
1,664
|
Interest
expense
|
(5,995)
|
|
(14,458)
|
|
(11,992)
|
|
(27,353)
|
Benefit from
(provision for) income taxes
|
238
|
|
970
|
|
(327)
|
|
69,159
|
Depreciation and
amortization expenses
|
(29,870)
|
|
(32,134)
|
|
(59,373)
|
|
(61,409)
|
Change in tax
receivable agreement liability
|
—
|
|
—
|
|
(173)
|
|
(66,184)
|
Gain (loss) from
equity method investees
|
(1,700)
|
|
155
|
|
(1,394)
|
|
578
|
Change in fair value
of contingent consideration
|
—
|
|
7,822
|
|
(8,908)
|
|
(747)
|
Other income
(expense), net
|
(105)
|
|
(26)
|
|
(97)
|
|
(246)
|
Right-of-use assets
impairment
|
—
|
|
(24,065)
|
|
—
|
|
(24,065)
|
Repositioning
costs
|
(670)
|
|
(11,261)
|
|
(10,599)
|
|
(11,261)
|
Stock-based
compensation expense
|
(12,659)
|
|
(8,966)
|
|
(31,445)
|
|
(19,676)
|
Severance
costs
|
(800)
|
|
—
|
|
(1,180)
|
|
(954)
|
Dividends and
accretion of Series A Preferred Stock
|
(7,979)
|
|
(7,088)
|
|
(15,924)
|
|
(13,364)
|
Acquisition-related
costs
|
(163)
|
|
(374)
|
|
(163)
|
|
(11,720)
|
Adjusted
EBITDA
|
$ 51,950
|
|
$ 47,410
|
|
$ 106,047
|
|
$ 97,909
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
margin
|
8.0 %
|
|
10.1 %
|
|
8.2 %
|
|
10.9 %
|
Evolent Health,
Inc.
Reconciliation of
Adjusted Income Attributable 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,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net loss
attributable to common shareholders of Evolent Health,
Inc.
|
$ (6,383)
|
|
$
(41,411)
|
|
$
(31,608)
|
|
$
(67,669)
|
Less:
|
|
|
|
|
|
|
|
Gain (loss) from
equity method investees
|
(1,700)
|
|
155
|
|
(1,394)
|
|
578
|
Other income
(expense), net
|
(105)
|
|
(26)
|
|
(97)
|
|
(246)
|
Benefit from
(provision for) income taxes
|
238
|
|
970
|
|
(327)
|
|
69,159
|
Change in fair value
of contingent consideration
|
—
|
|
7,822
|
|
(8,908)
|
|
(747)
|
Change in tax
receivable agreement liability
|
—
|
|
—
|
|
(173)
|
|
(66,184)
|
Purchase accounting
adjustments
|
(17,189)
|
|
(14,359)
|
|
(34,549)
|
|
(27,110)
|
Right-of-use asset
impairment
|
—
|
|
(24,065)
|
|
—
|
|
(24,065)
|
Repositioning
costs
|
(670)
|
|
(11,261)
|
|
(10,599)
|
|
(11,261)
|
Stock-based
compensation expense
|
(12,659)
|
|
(8,966)
|
|
(31,445)
|
|
(19,676)
|
Severance
costs
|
(800)
|
|
—
|
|
(1,180)
|
|
(954)
|
Dividends and
accretion of Series A Preferred Stock
|
(7,979)
|
|
(7,088)
|
|
(15,924)
|
|
(13,364)
|
Acquisition-related
costs
|
(163)
|
|
(374)
|
|
(163)
|
|
(11,720)
|
Adjusted income
attributable to common shareholders
|
$
34,644
|
|
$
15,781
|
|
$
73,151
|
|
$
37,921
|
|
|
|
|
|
|
|
|
Loss per share
attributable to common shareholders
|
|
|
|
|
|
|
|
Basic
|
$ (0.06)
|
|
$ (0.37)
|
|
$ (0.28)
|
|
$
(0.62)
|
|
|
|
|
|
|
|
|
Adjusted income per
share attributable to common shareholders
|
|
|
|
|
|
|
|
Basic
|
$
0.30
|
|
$
0.14
|
|
$
0.64
|
|
$
0.35
|
|
|
|
|
|
|
|
|
Weighted-average
common shares
|
|
|
|
|
|
|
|
Basic
|
114,688
|
|
111,278
|
|
114,415
|
|
109,540
|
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, the
adoption and launch of a unified brand, 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:
- risks relating to our ability to efficiently integrate NIA into
our operations;
- 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;
- our ability to terminate certain leases and recognize
impairment charges in connection with our repositioning plan;
- evolution of the healthcare regulatory and political
framework;
- uncertainty in the health care regulatory framework, including
the potential impact of policy changes;
- our ability to offer new and innovative products and services
and our ability to keep pace with industry standards, technology
and our partners' needs;
- risks related to completed and future acquisitions,
investments, alliances and joint ventures, which could divert
management resources, result in unanticipated costs or dilute our
stockholders;
- the growth and success of our partners and certain revenues
from our engagements, which are difficult to predict and are
subject to factors outside of our control, including governmental
funding reductions and other policy changes;
- risks relating to our ability to maintain profitability for our
total cost of care and 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 increasing inflationary
pressures and economic and business conditions and the impact
thereof on the economy resulting from public health emergencies,
epidemics, pandemics or contagious diseases;
- risks related to the failure of any bank in which we deposit
our funds, which could reduce the amount of cash we have available
to meet our cash commitments and make additional investments;
- our ability to recover the significant upfront costs in our
partner relationships and develop our partner relationships over
time;
- our ability to attract new partners and successfully capture
new opportunities;
- the increasing number of risk-sharing arrangements we enter
into with our partners could limit or negatively impact our
profitability;
- our ability to estimate the size of our target markets for our
services;
- 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 audits by CMS and other governmental payers
and actions, including whistleblower claims under the False Claims
Act;
- our ability to partner with providers due to exclusivity
provisions in our contracts in some of our partner and founder
contracts;
- risks related to managing our offshore operations and cost
reduction goals;
- 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 on favorable terms or at
all;
- our ability to achieve profitability in the future;
- the impact of litigation proceedings, government inquiries,
reviews, audits or investigations;
- 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 on the manner in which we access personal data and
penalties as a result of privacy and data protection laws;
- liabilities and reputational risks related to our ability to
safeguard the security and privacy of confidential data;
- data loss or corruption due to failures or errors in our
systems and service disruptions at our data centers;
- adequate protection of our intellectual property, including
trademarks;
- risks related to legal proceedings related to any
alleged infringement, misappropriation or violation of
third-party intellectual property 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;
- restrictions on 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 and operating our business;
- our reliance on third-party vendors to host and maintain our
technology platform;
- our obligations to make material 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 may contain different terms than comparable agreement we
may enter into with unaffiliated third parties;
- the conditional conversion features of the 2025 Notes and the
2029 Notes, which, if triggered, may adversely affect our financial
condition and operating results;
- interest rate risk under the Credit Agreement and the terms of
our Cumulative Series A Convertible Preferred Shares, par value
$0.01 per share ("Series A Preferred
Stock");
- our debt following the NIA acquisition and our ability to meet
our obligations;
- our ability to service our debt and pay dividends on our Series
A Preferred Stock;
- 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,
including those issuable upon conversion of our Series A Preferred
Stock;
- our Series A Preferred Stock has rights, preferences and
privileges that are not held by and are preferential to the rights
of holders of our Class A common stock, and could in the future
substantially dilute the ownership interest of holders of our Class
A common stock;
- provisions in our certificate of incorporation and 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 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, 2023 (the
"2023 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 undertake no obligation to publicly
update any forward-looking statements to reflect events or
circumstances that occur after the date of this report except to
the extent expressly required by law.
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SOURCE Evolent Health