WASHINGTON, Feb. 22,
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 three months and year ended December 31,
2023.
Seth Blackley, Chief Executive
Officer, and Co-Founder of Evolent stated, "We ended 2023 on a
strong note, achieving all of our financial objectives for the
year. Annual revenue increased over 45% while we continued to
deliver strong earnings, driven by continued underlying growth as
well as the successful integration of NIA. I am incredibly proud of
our global team who worked so hard to collectively deliver what we
promised to both shareholders and partners in 2023. Our financial
position is strong as cash flow exceeded our target for the year
and we significantly improved our cash and balance sheet
flexibility."
Mr. Blackley continued, "We are off to a strong start for growth
in 2024, with four new revenue agreements that illustrate the
success of our strategy to become a leader for value-based
specialty care for complex conditions. Our initial financial
outlook for 2024 includes revenue growth of 25% at the midpoint,
exceeds our multi-year revenue and profit growth targets and we
believe is also consistent with achieving Evolent's annual
run-rate profit target exiting 2024. We continue to believe the
current challenges facing the healthcare system represent future
opportunities for Evolent, given our low penetration and proven
value proposition in a rapidly growing market."
Highlights from the fourth quarter and full year ended
December 31, 2023 announcement
include (in thousands):
|
For the Three
Months
Ended December 31, 2023
|
|
For the Year
Ended
December 31, 2023
|
Financial
Results:
|
|
|
|
Revenue
|
$
556,055
|
|
$
1,963,896
|
Net loss attributable
to common shareholders of Evolent Health, Inc.
|
$
(41,395)
|
|
$
(142,260)
|
Net loss
margin
|
(7.4) %
|
|
(7.2) %
|
Adjusted
EBITDA
|
$
48,055
|
|
$
194,678
|
Adjusted EBITDA
Margin
|
8.6 %
|
|
9.9 %
|
|
|
|
|
Average Lives on
Platform/Cases
|
|
|
|
Performance
Suite
|
5,986
|
|
4,236
|
Specialty Technology
and Services Suite
|
72,139
|
|
69,494
|
Administrative
Services
|
1,815
|
|
1,831
|
Cases
|
15
|
|
61
|
|
|
|
|
Average Unique
Members
|
40,576
|
|
41,340
|
|
|
|
|
Average PMPM Fees/
Revenue per Case
|
|
|
|
Performance
Suite
|
$
20.86
|
|
$
23.90
|
Specialty Technology
and Services Suite
|
0.34
|
|
0.36
|
Administrative
Services
|
12.25
|
|
13.48
|
Cases
|
2,748
|
|
2,575
|
Evolent highlighted the following four new revenue agreements,
as defined below, to begin the 2024-year sales cycle:
- A new Specialty Technology and Services Suite agreement with an
existing partner, a national managed care company, to add radiation
and surgical oncology services to existing medical oncology
services.
- This represents Evolent's first deployment of a
comprehensive bundle for oncology services and is anticipated to
address many therapeutic and diagnostic clinical decisions
affecting oncologic clinical outcomes. These services are expected
to be available to our partner's Medicare Advantage members
beginning in the third quarter of 2024.
- A new Performance Suite arrangement with a multi-state,
Medicaid health plan for advanced imaging services, building on an
existing risk-sharing arrangement in Specialty Technology and
Services Suite. This arrangement represents Evolent's first
deployment of the Performance Suite for advanced imaging and was
implemented during the fourth quarter of 2023.
- The Company noted that per capita medical costs for advanced
imaging services are smaller than costs for a typical scope in
oncology and cardiology, and as a result the PMPM fees for this
service are expected to be lower than historical Performance Suite
averages.
- The aforementioned agreements are in addition to the two new
revenue arrangements the Company disclosed in an investor
presentation on January 9, 2024:
- A new logo partner with a regional health plan in the
southwest, who will implement several of the Company's case-based
and Specialty Technology and Services Suite offerings.
- A cross sale of Specialty Technology and Services Suite
products to a legacy Evolent client in the Northeast U.S.
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"):
|
For the Three Months
Ended
December 31,
|
|
For the Year
Ended
December 31,
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Revenue
|
$ 556,055
|
|
$ 382,432
|
|
$ 1,963,896
|
|
$
1,352,013
|
Cost of
revenue
|
$ 454,428
|
|
$ 299,368
|
|
$ 1,503,426
|
|
$
1,035,429
|
Selling, general and
administrative expenses
|
$
81,428
|
|
$
82,861
|
|
$
358,110
|
|
$ 269,269
|
Net loss attributable
to common shareholders of Evolent Health, Inc.
|
$ (41,395)
|
|
$ (11,349)
|
|
$ (142,260)
|
|
$ (19,164)
|
Net loss
margin
|
(7.4) %
|
|
(3.0) %
|
|
(7.2) %
|
|
(1.4) %
|
Loss attributable to
common shareholders of Evolent Health, Inc.:
|
|
|
|
|
|
|
|
Basic and
diluted
|
$
(0.36)
|
|
$
(0.11)
|
|
$
(1.28)
|
|
$
(0.20)
|
Total cash and cash equivalents was $192.8 million as of December 31, 2023.
Adjusted Results
|
For the Three Months
Ended
December 31,
|
|
For the Year
Ended
December 31,
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Adjusted cost of
revenue
|
$
454,399
|
|
$
296,804
|
|
$ 1,501,764
|
|
$ 1,029,362
|
Adjusted selling,
general and administrative expenses
|
$
53,601
|
|
$
53,345
|
|
$ 267,454
|
|
$ 216,320
|
Adjusted
EBITDA
|
$
48,055
|
|
$
32,282
|
|
$ 194,678
|
|
$ 106,331
|
Adjusted EBITDA
margin
|
8.6 %
|
|
8.4 %
|
|
9.9 %
|
|
7.9 %
|
Adjusted income
attributable to common shareholders
|
$
26,050
|
|
$
11,546
|
|
$
97,160
|
|
$
45,774
|
Adjusted income per
share attributable to common shareholders:
|
|
|
|
|
|
|
|
Basic and
diluted
|
$
0.23
|
|
$
0.12
|
|
$ 0.87
|
|
$ 0.49
|
Business Outlook
We do not believe we 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 gain on transfer of membership; loss on
repayment/extinguishment of debt; gain from equity method
investees, change in fair value of contingent consideration, change
in tax receivable agreement liability, other income
(expense), loss on disposal of non-strategic assets,
right-of-use asset impairments, repositioning costs, stock-based
compensation expense, severance costs, amortization of contract
cost assets, dividends and accretion on Series A Preferred Stock,
acquisition-related costs, loss from discontinued operations 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.
First Quarter 2024 Guidance
For the three months ending March 31,
2024, revenue is expected to be in the range of
approximately $595 million to
$610 million. Adjusted EBITDA is
expected to be in the range of approximately $52 million to $58
million.
Full Year 2024 Guidance
For year ending December 31, 2024,
revenue is expected to be in the range of approximately
$2.4 billion to $2.5 billion and Adjusted EBITDA is expected to
be in the range of approximately $235
million to $265 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
For the year ending December 31,
2024, the Company expects:
- Cash deployed for capitalized software development of
approximately $30 million.
- Cash flow from operations to exceed $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,
February 22, 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.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 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 expects
to report 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.
Due to our change in segments during the first quarter of 2023,
the Company changed its presentation of Lives on Platform to
reflect the membership that corresponds to quarterly revenue. The
Company recast periods prior to the first quarter of 2023 to
reflect the current presentation of Lives on Platform, PMPM fees
and Revenue per Case. The current Performance Suite maps to the
prior disclosure of the Clinical Solutions Performance Suite. The
current Specialty Technology and Services Suite maps to the prior
disclosure of the Clinical Solutions New Century Health Technology
and Services Suite. The current Administrative Services maps to the
prior disclosure of Evolent Health Services segment. There has been
no change in the presentation of Cases from prior period.
Evolent Health,
Inc.
Consolidated
Statements of Operations and Comprehensive Income
(Loss)
(unaudited, in
thousands, except per share data)
|
|
|
For the Three
Months
Ended December 31,
|
|
For the Year
Ended
December 31,
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Revenue
|
$ 556,055
|
|
$ 382,432
|
|
$
1,963,896
|
|
$
1,352,013
|
Expenses
|
|
|
|
|
|
|
|
Cost of
revenue
|
454,428
|
|
299,368
|
|
1,503,426
|
|
1,035,429
|
Selling, general and
administrative expenses
|
81,428
|
|
82,861
|
|
358,110
|
|
269,269
|
Depreciation and
amortization expenses
|
29,602
|
|
19,781
|
|
123,415
|
|
67,195
|
Loss on disposal of
non-strategic assets
|
6,010
|
|
—
|
|
8,107
|
|
—
|
Right-of-use assets
impairment
|
—
|
|
—
|
|
24,065
|
|
—
|
Change in fair value of
contingent consideration
|
5,937
|
|
(17,700)
|
|
17,984
|
|
(23,522)
|
Total operating
expenses
|
577,405
|
|
384,310
|
|
2,035,107
|
|
1,348,371
|
Operating income
(loss)
|
(21,350)
|
|
(1,878)
|
|
(71,211)
|
|
3,642
|
Interest
income
|
2,521
|
|
604
|
|
5,256
|
|
1,369
|
Interest
expense
|
(12,238)
|
|
(6,429)
|
|
(54,205)
|
|
(15,572)
|
Gain from equity
method investees
|
28
|
|
629
|
|
1,290
|
|
4,569
|
Loss on
extinguishment/repayment on long-term debt, net
|
(21,010)
|
|
—
|
|
(21,010)
|
|
(10,192)
|
Change in tax
receivables agreement liability
|
4,202
|
|
(3,080)
|
|
(61,982)
|
|
(45,950)
|
Other income
(expense), net
|
(220)
|
|
(73)
|
|
(543)
|
|
57
|
Loss before income
taxes
|
(48,067)
|
|
(10,227)
|
|
(202,405)
|
|
(62,077)
|
Provision for (benefit
from) income taxes
|
(14,656)
|
|
1,122
|
|
(89,365)
|
|
(43,376)
|
Loss from continuing
operations
|
(33,411)
|
|
(11,349)
|
|
(113,040)
|
|
(18,701)
|
Loss from discontinued
operations, net of tax (1)
|
—
|
|
—
|
|
—
|
|
(463)
|
Loss before preferred
dividends and accretion of Series A Preferred Stock
|
(33,411)
|
|
(11,349)
|
|
(113,040)
|
|
(19,164)
|
Dividends and
accretion of Series A Preferred Stock
|
(7,984)
|
|
—
|
|
(29,220)
|
|
—
|
Net loss attributable
to common shareholders of Evolent Health, Inc.
|
$ (41,395)
|
|
$ (11,349)
|
|
$
(142,260)
|
|
$ (19,164)
|
|
|
|
|
|
|
|
|
Loss per common
share
|
|
|
|
|
|
|
|
Basic and
diluted:
|
|
|
|
|
|
|
|
Continuing
operations
|
$
(0.36)
|
|
$
(0.11)
|
|
$
(1.28)
|
|
$
(0.20)
|
Discontinued
operations
|
—
|
|
—
|
|
—
|
|
—
|
Basic and diluted loss
per share attributable to common shareholders of Evolent Health,
Inc.
|
$
(0.36)
|
|
$
(0.11)
|
|
$
(1.28)
|
|
$
(0.20)
|
|
|
|
|
|
|
|
|
Weighted-average
common shares outstanding
|
|
|
|
|
|
|
|
Basic and
diluted
|
113,588
|
|
99,798
|
|
111,251
|
|
93,699
|
|
|
|
|
|
|
|
|
Comprehensive
loss
|
|
|
|
|
|
|
|
Net loss attributable
to common shareholders of Evolent Health, Inc.
|
$ (41,395)
|
|
$ (11,349)
|
|
$
(142,260)
|
|
$ (19,164)
|
Other comprehensive
loss, net of taxes, related to:
|
|
|
|
|
|
|
|
Foreign currency
translation adjustment
|
8
|
|
(134)
|
|
(79)
|
|
(816)
|
Total comprehensive
loss attributable to common shareholders of Evolent Health,
Inc.
|
$ (41,387)
|
|
$ (11,483)
|
|
$
(142,339)
|
|
$ (19,980)
|
————————
|
(1)
Includes $0.5 million loss on disposal of discontinued
operations for the year ended December 31, 2022.
|
Evolent Health,
Inc.
Consolidated Balance
Sheets
(in thousands,
unaudited)
|
|
|
December
31,
|
|
2023
|
|
2022
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
192,825
|
|
$
188,200
|
Restricted cash and
restricted investments
|
13,768
|
|
14,492
|
Accounts receivable,
net
|
446,749
|
|
254,684
|
Prepaid expenses and
other current assets
|
30,331
|
|
20,678
|
Total current
assets
|
683,673
|
|
478,054
|
Restricted cash and
restricted investments
|
16,864
|
|
12,466
|
Investments in equity
method investees
|
4,895
|
|
4,475
|
Property and equipment,
net
|
78,194
|
|
87,874
|
Right-of-use assets -
operating
|
11,983
|
|
49,027
|
Prepaid expenses and
other noncurrent assets
|
4,028
|
|
2,378
|
Contract cost
assets
|
12,120
|
|
17,461
|
Intangible assets,
net
|
752,009
|
|
442,784
|
Goodwill
|
1,116,542
|
|
722,774
|
Total
assets
|
$ 2,680,308
|
|
$ 1,817,293
|
LIABILITIES,
MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY
|
|
|
|
Liabilities
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$
48,246
|
|
$
57,174
|
Accrued
liabilities
|
149,849
|
|
111,198
|
Operating lease
liability - current
|
9,738
|
|
7,122
|
Accrued compensation
and employee benefits
|
56,385
|
|
52,460
|
Deferred
revenue
|
5,976
|
|
5,758
|
Reserve for claims and
performance - based arrangements
|
404,048
|
|
199,730
|
Total current
liabilities
|
674,242
|
|
433,442
|
Long-term debt,
net
|
597,049
|
|
412,986
|
Other long-term
liabilities
|
3,637
|
|
4,744
|
Tax receivables
agreement liability
|
107,932
|
|
45,950
|
Operating lease
liabilities - noncurrent
|
38,009
|
|
56,010
|
Deferred tax
liabilities, net
|
13,311
|
|
4,744
|
Total
liabilities
|
1,434,180
|
|
957,876
|
|
|
|
|
Commitments and
Contingencies
|
|
|
|
|
|
|
|
Mezzanine
Equity
|
|
|
|
Preferred class A
common stock - $0.01 par value; 50,000,000 shares authorized;
175,000 and 0 shares issued, respectively
|
178,427
|
|
—
|
|
|
|
|
Shareholders'
Equity
|
|
|
|
Class A common stock -
$0.01 par value; 750,000,000 shares authorized; 115,424,833 and
101,500,558 shares issued, respectively
|
1,154
|
|
1,015
|
Additional
paid-in-capital
|
1,808,121
|
|
1,486,857
|
Accumulated other
comprehensive loss
|
(1,257)
|
|
(1,178)
|
Retained earnings
(accumulated deficit)
|
(719,194)
|
|
(606,154)
|
Treasury stock, at
cost; 1,537,582 shares issued, respectively
|
(21,123)
|
|
(21,123)
|
Total shareholders'
equity
|
1,067,701
|
|
859,417
|
Total liabilities,
mezzanine equity and shareholders' equity
|
$ 2,680,308
|
|
$ 1,817,293
|
Evolent Health,
Inc.
Consolidated
Statements of Cash Flows
(in thousands,
unaudited)
|
|
|
For the Year
Ended
December 31,
|
|
2023
|
|
2022
|
Cash Flows Provided
by (Used In) Operating Activities
|
|
|
|
Net loss before
dividends declared and accretion of Series A preferred
stock
|
$
(113,040)
|
|
$ (19,164)
|
Adjustments to
reconcile net loss to net cash and restricted cash provided by
(used in) operating activities:
|
|
|
|
Change in fair value
of contingent consideration
|
17,984
|
|
(23,522)
|
Loss on disposal of
non-strategic assets
|
8,107
|
|
—
|
Loss on discontinued
operations
|
—
|
|
463
|
Gain from equity
method investees
|
(1,290)
|
|
(4,569)
|
Depreciation and
amortization expenses
|
123,415
|
|
67,195
|
Stock-based
compensation expense
|
40,501
|
|
33,981
|
Deferred tax
benefit
|
(93,254)
|
|
(45,608)
|
Amortization of
contract cost assets
|
10,944
|
|
23,056
|
Amortization of
deferred financing costs
|
3,812
|
|
2,302
|
Loss on
extinguishment/repayment of debt, net
|
21,010
|
|
10,192
|
Right-of-use asset
impairment
|
24,065
|
|
—
|
Change in tax
receivables agreement liability
|
61,982
|
|
45,950
|
Right-of-use operating
assets
|
16,625
|
|
2,500
|
Operating lease
liabilities
|
(15,373)
|
|
(2,983)
|
Other current
operating cash outflows, net
|
(171)
|
|
2,612
|
Changes in assets and
liabilities, net of acquisitions:
|
|
|
|
Accounts receivable,
net and contract assets
|
(164,694)
|
|
(102,980)
|
Prepaid expenses and
other current and non-current assets
|
(10,613)
|
|
1,673
|
Contract cost
assets
|
(5,602)
|
|
(7,693)
|
Accounts
payable
|
(6,723)
|
|
13,165
|
Accrued
liabilities
|
23,653
|
|
(28,791)
|
Accrued compensation
and employee benefits
|
(2,052)
|
|
447
|
Deferred
revenue
|
(263)
|
|
(6,508)
|
Reserve for claims and
performance-based arrangements
|
204,318
|
|
28,436
|
Other long-term
liabilities
|
(759)
|
|
(1,707)
|
Net cash and
restricted cash provided by (used in) operating
activities
|
142,582
|
|
(11,553)
|
Cash Flows Used In
Investing Activities
|
|
|
|
Cash paid for asset
acquisitions and business combinations
|
(388,246)
|
|
(248,111)
|
Proceeds from transfer
of membership and release of Passport escrow
|
—
|
|
30,969
|
Disposal of
non-strategic assets and divestiture of discontinued operations,
net
|
577
|
|
(9,164)
|
Return of equity method
investments
|
870
|
|
5,552
|
Investments in
internal-use software and purchases of property and
equipment
|
(28,745)
|
|
(38,361)
|
Net cash and
restricted cash used in investing activities
|
(415,544)
|
|
(259,115)
|
Cash Flows Provided
by Financing Activities
|
|
|
|
Changes in working
capital balances related to claims processing on behalf of
partners
|
(1,514)
|
|
(59,449)
|
Payment of contingent
consideration
|
(46,873)
|
|
—
|
Proceeds from stock
option exercises
|
12,519
|
|
4,452
|
Proceeds from issuance
of long-term debt, net of offering costs
|
647,494
|
|
219,740
|
Repayment of long-term
debt
|
(464,201)
|
|
—
|
Distributions to
Sponsors
|
—
|
|
(14,884)
|
Proceeds from issuance
of preferred stock, net of offering costs
|
168,000
|
|
—
|
Payment of preferred
dividends
|
(18,793)
|
|
—
|
Taxes withheld and paid
for vesting of equity awards
|
(15,292)
|
|
(18,318)
|
Net cash and
restricted cash provided by (used in) financing
activities
|
281,340
|
|
131,541
|
Effect of exchange rate
on cash and cash equivalents and restricted cash
|
(79)
|
|
(657)
|
Net increase (decrease)
in cash and cash equivalents and restricted cash
|
8,299
|
|
(139,784)
|
Cash and cash
equivalents and restricted cash as of
beginning-of-period
|
215,158
|
|
354,942
|
Cash and cash
equivalents and restricted cash as of end-of-period
|
$
223,457
|
|
$
215,158
|
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 $2.0 million
and $8.6 million, dedicated employee
costs of $2.8 million and
$6.9 million, third-party
professional services of $4.1 million
and $12.9 million and office space
consolidation costs of $6.9 million
and $6.9 million for the three and
twelve months ended December 31,
2023, 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, (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.
- Loss on repayment/extinguishment of debt, net includes
$10.7 million in prepayment premium
and $10.3 million of acceleration of
amortization of deferred financing costs from both the three and
twelve months ended December 31,
2023, and $10.2 million from
the exchange of the 2024 Notes during the twelve months ended
December 31, 2022. Loss on
repayment/extinguishment of debt, net is not part of Evolent's
normal course of business and is incurred when there is a business
reason to repay or extinguish existing debt.
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,
acquisition-related costs, amortization of contract cost assets,
severance 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, adjusted to exclude change
in the tax receivable agreement liability, loss on
extinguishment/repayment of debt, net, gain from equity method
investees, change in fair value of contingent consideration, other
income (expense), net, loss on disposal of non-strategic assets,
right-of-use asset impairments, repositioning costs, stock-based
compensation expense, severance costs, amortization of contract
cost assets, dividends and accretion on Series A Preferred Stock,
acquisition-related costs and loss from discontinued
operations.
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, loss on
repayment/extinguishment of debt, net, loss on disposal of
non-strategic assets or non-cash items (e.g. depreciation,
amortization, right-of-use asset impairment 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 from equity method investees, other
income (expense), net, change in fair value of contingent
consideration, benefit from (provision for) income taxes, change in
tax receivable agreement liability, loss on
extinguishment/repayment of debt, net, purchase accounting
adjustments, loss on disposal of non-strategic assets, right-of-use
asset impairment, repositioning costs, stock-based compensation
expenses, severance costs, amortization of contract cost assets,
dividends and accretion on Series A Preferred Stock,
acquisition-related costs and loss from discontinued
operations.
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 December 31,
|
|
For the Year
Ended
December 31,
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Cost of
revenue
|
$
454,428
|
|
$
299,368
|
|
$ 1,503,426
|
|
$ 1,035,429
|
Less:
|
|
|
|
|
|
|
|
Stock-based
compensation
|
29
|
|
1,401
|
|
1,662
|
|
4,387
|
Acquisition-related
costs
|
—
|
|
1,143
|
|
—
|
|
1,581
|
Amortization of
contract cost assets
|
—
|
|
20
|
|
—
|
|
99
|
Adjusted cost of
revenue
|
$
454,399
|
|
$
296,804
|
|
$ 1,501,764
|
|
$ 1,029,362
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
Adjusted Selling, General and Administrative Expenses
to
Selling, General and
Administrative Expenses
|
|
For the Three
Months
Ended December 31,
|
|
For the Year
Ended
December 31,
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Selling, general and
administrative expenses
|
$ 81,428
|
|
$ 82,861
|
|
$
358,110
|
|
$
269,269
|
Less:
|
|
|
|
|
|
|
|
Stock-based
compensation
|
10,574
|
|
13,230
|
|
38,839
|
|
29,594
|
Acquisition-related
costs
|
856
|
|
4,056
|
|
15,076
|
|
10,090
|
Severance
|
551
|
|
12,230
|
|
1,505
|
|
13,265
|
Repositioning
costs
|
15,846
|
|
—
|
|
35,236
|
|
—
|
Adjusted selling,
general and administrative expenses
|
$ 53,601
|
|
$ 53,345
|
|
$
267,454
|
|
$
216,320
|
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)
|
|
|
For the Three
Months
Ended December 31,
|
|
For the Year
Ended
December 31,
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Net loss
attributable to common shareholders of Evolent Health,
Inc.
|
$
(41,395)
|
|
$
(11,349)
|
|
$(142,260)
|
|
$(19,164)
|
Net loss
margin
|
(7.4) %
|
|
(3.0) %
|
|
(7.2) %
|
|
(1.4) %
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
Interest
income
|
2,521
|
|
604
|
|
5,256
|
|
1,369
|
Interest
expense
|
(12,238)
|
|
(6,429)
|
|
(54,205)
|
|
(15,572)
|
Benefit from
(provision for) income taxes
|
14,656
|
|
(1,122)
|
|
89,365
|
|
43,376
|
Depreciation and
amortization expenses
|
(29,602)
|
|
(19,781)
|
|
(123,415)
|
|
(67,195)
|
Change in tax
receivable agreement liability
|
4,202
|
|
(3,080)
|
|
(61,982)
|
|
(45,950)
|
Loss on
extinguishment/repayment of debt, net
|
(21,010)
|
|
—
|
|
(21,010)
|
|
(10,192)
|
Gain from equity
method investees
|
28
|
|
629
|
|
1,290
|
|
4,569
|
Change in fair value
of contingent consideration
|
(5,937)
|
|
17,700
|
|
(17,984)
|
|
23,522
|
Other income
(expense), net
|
(220)
|
|
(73)
|
|
(543)
|
|
57
|
Loss on disposal of
non-strategic assets
|
(6,010)
|
|
—
|
|
(8,107)
|
|
—
|
Right-of-use assets
impairment
|
—
|
|
—
|
|
(24,065)
|
|
—
|
Repositioning
costs
|
(15,846)
|
|
—
|
|
(35,236)
|
|
—
|
Stock-based
compensation expense
|
(10,603)
|
|
(14,631)
|
|
(40,501)
|
|
(33,981)
|
Severance
costs
|
(551)
|
|
(12,230)
|
|
(1,505)
|
|
(13,265)
|
Amortization of
contract cost assets
|
—
|
|
(20)
|
|
—
|
|
(99)
|
Dividends and
accretion of Series A Preferred Stock
|
(7,984)
|
|
—
|
|
(29,220)
|
|
—
|
Acquisition-related
costs
|
(856)
|
|
(5,198)
|
|
(15,076)
|
|
(11,671)
|
Loss from discontinued
operations (1)
|
—
|
|
—
|
|
—
|
|
(463)
|
Adjusted
EBITDA
|
$ 48,055
|
|
$ 32,282
|
|
$ 194,678
|
|
$ 106,331
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
margin
|
8.6 %
|
|
8.4 %
|
|
9.9 %
|
|
7.9 %
|
————————
|
(1)
Includes $0.5 million loss on disposal of discontinued
operations for the year ended December 31, 2022.
|
Evolent Health,
Inc.
Reconciliation of
Net Loss Attributable to Common Shareholders to
Adjusted Income
Attributable to Common Shareholders
(in thousands, except
per share data)
(unaudited)
|
|
|
For the Three
Months
Ended December 31,
|
|
For the Year
Ended
December 31,
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Net loss
attributable to common shareholders of Evolent Health,
Inc.
|
$
(41,395)
|
|
$
(11,349)
|
|
$ (142,260)
|
|
$
(19,164)
|
Less:
|
|
|
|
|
|
|
|
Gain from equity
method investees
|
28
|
|
629
|
|
1,290
|
|
4,569
|
Other income
(expense), net
|
(220)
|
|
(73)
|
|
(543)
|
|
57
|
Change in fair value
of contingent consideration
|
(5,937)
|
|
17,700
|
|
(17,984)
|
|
23,522
|
Benefit from
(provision for) income taxes
|
14,656
|
|
(1,122)
|
|
89,365
|
|
43,376
|
Change in tax
receivable agreement liability
|
4,202
|
|
(3,080)
|
|
(61,982)
|
|
(45,950)
|
Loss on
extinguishment/repayment of debt, net
|
(21,010)
|
|
—
|
|
(21,010)
|
|
(10,192)
|
Purchase accounting
adjustments
|
(17,314)
|
|
(4,870)
|
|
(74,846)
|
|
(20,841)
|
Loss on disposal of
non-strategic assets
|
(6,010)
|
|
—
|
|
(8,107)
|
|
—
|
Right-of-use asset
impairment
|
—
|
|
—
|
|
(24,065)
|
|
—
|
Repositioning
costs
|
(15,846)
|
|
—
|
|
(35,236)
|
|
—
|
Stock-based
compensation expense
|
(10,603)
|
|
(14,631)
|
|
(40,501)
|
|
(33,981)
|
Severance
costs
|
(551)
|
|
(12,230)
|
|
(1,505)
|
|
(13,265)
|
Amortization of
contract cost assets
|
—
|
|
(20)
|
|
—
|
|
(99)
|
Dividends and
accretion of Series A Preferred Stock
|
(7,984)
|
|
—
|
|
(29,220)
|
|
—
|
Acquisition-related
costs
|
(856)
|
|
(5,198)
|
|
(15,076)
|
|
(11,671)
|
Loss from discontinued
operations (1)
|
—
|
|
—
|
|
—
|
|
(463)
|
Adjusted income
attributable to common shareholders
|
$
26,050
|
|
$
11,546
|
|
$
97,160
|
|
$
45,774
|
|
|
|
|
|
|
|
|
Loss per share
attributable to common shareholders
|
|
|
|
|
|
|
|
Basic and
diluted
|
$ (0.36)
|
|
$ (0.11)
|
|
$ (1.28)
|
|
$ (0.20)
|
|
|
|
|
|
|
|
|
Adjusted income per
share attributable to common shareholders
|
|
|
|
|
|
|
|
Basic and
diluted
|
$
0.23
|
|
$
0.12
|
|
$
0.87
|
|
$
0.49
|
|
|
|
|
|
|
|
|
Weighted-average
common shares(2)
|
|
|
|
|
|
|
|
Basic and
diluted
|
113,588
|
|
99,798
|
|
111,251
|
|
93,699
|
————————
|
(1)
|
Includes
$0.5 million loss on disposal of discontinued operations for
the year ended December 31, 2022.
|
(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.
|
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 financial information of NIA and the pro forma financial
information of NIA may not be indicative of future results or our
financial condition;
- 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, including our
acquisitions of IPG and NIA, 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;
- 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. More information on potential factors
that could affect our businesses and financial performance is
included in "Forward Looking Statements - Cautionary Language,"
"Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" or similarly
captioned sections of this Annual Report and the other period and
current filings we make from time to time with the SEC. 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