- Revenue of $621.4 million, an
increase of $110.4 million or
21.6%, from the three months ended September 30, 2023.
- Net loss attributable to common shareholders of Evolent
Health, Inc. of $(31.2) million and a
net loss margin of (5.0)%.
- Adjusted EBITDA of $31.8
million resulting in an Adjusted EBITDA margin of
5.1%.
- Revises outlook for Adjusted EBITDA for 2024.
- Reiterates average annual long-term revenue and average
Adjusted EBITDA growth rate targets.
- Announces record six new contract agreements in the
quarter.
WASHINGTON,
Nov. 7,
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 September 30, 2024.
Seth Blackley,
co-founder and Chief Executive Officer of Evolent stated, "In the
face of significant shifts in medical expenses experienced in the
managed care industry, we believe the need for Evolent's solutions
is very high – a belief supported by our record new business
announcements during the quarter. Outside of our Performance Suite,
our diversified business is performing at or better than our
expectations. Despite the clinical value we believe our solutions
create, our third quarter Adjusted EBITDA result was negatively
impacted by losses in our Performance Suite, driven both by new
information from our partners regarding claims paid in prior
periods and an industry-wide spike in oncology costs during the
third quarter. We are taking aggressive actions with the goal
of increasing profitability heading into 2025."
Mr. Blackley continued, "While the team and I are
disappointed in our Adjusted EBITDA results this quarter, we
believe that our solutions continue to lead the market for managing
the cost and quality of complex health conditions – a market we
believe will experience strong growth in the decade ahead. As a
well-capitalized leader in the space with strong liquidity, we
believe we are well positioned to manage the current dynamics and
will seek to use this moment to continue to expand our footprint."
The Company noted a $42
million increase in medical costs in the third quarter
relative to its expectations as of August 8,
2024, from two factors: (1) $24
million from new data received and processed from September
through early November from some of our partners that included
higher paid claims in prior quarters than previous submissions; and
(2) $18 million from an acceleration
in medical costs in August and September after a period of
relatively flat experience between March and July. In its earnings
call today, the Company outlined four aggressive steps it is taking
with the goal of improving future profitability.
Highlights from the quarter ended
September 30, 2024 include (in thousands, except for average
PMPM fees and revenue per case):
|
For the Three Months
Ended September 30,
|
|
2024
|
|
2023
|
Financial Results:
|
|
|
|
Revenue
|
$
621,401
|
|
$
511,015
|
Net loss attributable
to common shareholders of Evolent Health, Inc.
|
$
(31,231)
|
|
$
(33,196)
|
Net loss
margin
|
(5.0) %
|
|
(6.5) %
|
Adjusted
EBITDA
|
$ 31,801
|
|
$ 48,714
|
Adjusted EBITDA
Margin
|
5.1 %
|
|
9.5 %
|
|
|
|
|
Average Lives on Platform/Cases
|
|
|
|
Performance
Suite
|
6,916
|
|
3,906
|
Specialty Technology
and Services Suite
|
74,192
|
|
72,381
|
Administrative
Services
|
1,258
|
|
1,832
|
Cases
|
13
|
|
15
|
|
|
|
|
Average Unique
Members
|
41,444
|
|
41,721
|
|
|
|
|
Average PMPM Fees/ Revenue per
Case
|
|
|
|
Performance
Suite
|
$
20.97
|
|
$
27.63
|
Specialty Technology
and Services Suite
|
0.38
|
|
0.37
|
Administrative
Services
|
15.74
|
|
12.50
|
Cases
|
3,113
|
|
2,490
|
|
|
|
|
The rising medical costs impacting health plans
continue to drive robust demand for Evolent's complex specialty
care solutions.
For the third quarter of 2024, the Company
announced six new revenue agreements, the largest number of new
agreements in a quarter in the Company's history. These agreements
include:
- A letter of agreement for oncology Performance Suite with one
of the five largest payers in the country. The Company anticipates
this partner to go live with over 200,000 Medicare Advantage
members in 2025.
- A new expanded Technology & Services relationship with a
south-central regional health plan to include multiple specialties
including cardiac imaging, advanced imaging and a variety of MSK
solutions for commercial and Medicare Advantage lines of
business.
- An existing Evolent client, a large midwest Medicaid health
plan, will grow its existing footprint to include Technology &
Services offerings including radiology, advanced imaging and
MSK.
- An existing regional health plan client that came to Evolent
through the acquisition of NIA has purchased select MSK solutions
across commercial and Medicaid lines of business.
- Evolent is expanding its relationship with a large national
Medicaid health plan, to include general radiology across nine
states, predominantly in the midwest and southeast.
- And finally, Evolent's specialty solutions were included by an
existing Blue Cross Blue Shield customer as a part of a successful
large-scale self-funded administrative services request for
proposal response covering 250,000 members and their families. This
new agreement marks a significant entry into the growing employer
market.
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 September 30,
|
|
2024
|
|
2023
|
Revenue
|
$
621,401
|
|
$
511,015
|
Cost of
revenue
|
$
540,708
|
|
$
386,585
|
Selling, general and
administrative expenses
|
$ 67,060
|
|
$
96,567
|
Net loss attributable
to common shareholders of Evolent Health, Inc.
|
$
(31,231)
|
|
$
(33,196)
|
Net loss
margin
|
(5.0) %
|
|
(6.5) %
|
Loss per share
attributable to common shareholders of Evolent Health,
Inc.:
|
|
|
|
Basic and
diluted
|
$
(0.27)
|
|
$
(0.30)
|
|
|
|
|
Total cash and cash equivalents was $96.6 million as of September 30, 2024.
Adjusted Results
Evolent Health, Inc. reported the following
adjusted results (in thousands, except for per share data):
|
For the Three Months
Ended September 30,
|
|
2024
|
|
2023
|
Adjusted cost of
revenue
|
$
539,591
|
|
$
386,534
|
Adjusted selling,
general and administrative expenses
|
$ 50,009
|
|
$ 75,767
|
Adjusted
EBITDA
|
$ 31,801
|
|
$ 48,714
|
Adjusted EBITDA
margin
|
5.1 %
|
|
9.5 %
|
Adjusted income (loss)
attributable to common shareholders
|
$
4,723
|
|
$ 20,000
|
Adjusted income (loss)
per common share attributable to common shareholders:
|
|
|
|
Basic
|
$
0.04
|
|
$
0.18
|
|
|
|
|
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 and acquisition-related costs. 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.
Fourth Quarter 2024 Guidance
For the three months ended December 31, 2024, revenue is expected to be in
the range of $642.0 million to
$667.0 million. Adjusted EBITDA is
expected to be in the range of $22.0
million to $37.0 million.
Full Year 2024 Guidance
For the year ending December 31, 2024, revenue is expected to be in
the range of approximately $2.55
billion to $2.575 billion and
Adjusted EBITDA is expected to be in the range of approximately
$160.0 million to $175.0 million.
Additional Outlook Information
While the Company no longer expects to exit 2024
at an Adjusted EBITDA run rate of $300
million, Evolent plans to provide an update in conjunction
with the Company's fourth quarter 2024 earnings report. Based on
the data the Company has today, Evolent continues to expect average
annual revenue growth in excess of 15% and average Adjusted EBITDA
growth of 20% on a long-term basis.
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").
Web and Conference Call Information
Evolent Health, Inc. will hold a conference call
to discuss its financial performance and related matters this
evening, November 7, 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 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 capitation 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 September 30,
|
|
For the Nine Months
Ended September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Revenue
|
$
621,401
|
|
$
511,015
|
|
$ 1,908,199
|
|
$ 1,407,841
|
Expenses
|
|
|
|
|
|
|
|
Cost of
revenue
|
540,708
|
|
386,585
|
|
1,616,557
|
|
1,048,998
|
Selling, general and
administrative expenses
|
67,060
|
|
96,567
|
|
215,349
|
|
276,682
|
Depreciation and
amortization expenses
|
29,701
|
|
32,404
|
|
89,074
|
|
93,813
|
Loss on disposal of
non-strategic assets
|
—
|
|
2,097
|
|
—
|
|
2,097
|
Right-of-use assets
impairment
|
—
|
|
—
|
|
—
|
|
24,065
|
Change in fair value of
contingent consideration
|
200
|
|
11,300
|
|
9,108
|
|
12,047
|
Total operating
expenses
|
637,669
|
|
528,953
|
|
1,930,088
|
|
1,457,702
|
Operating
loss
|
(16,268)
|
|
(17,938)
|
|
(21,889)
|
|
(49,861)
|
Interest
income
|
794
|
|
1,071
|
|
4,714
|
|
2,735
|
Interest
expense
|
(6,010)
|
|
(14,614)
|
|
(18,002)
|
|
(41,967)
|
Gain (loss) from
equity method investees
|
(2,229)
|
|
684
|
|
(3,623)
|
|
1,262
|
Change in tax
receivables agreement liability
|
—
|
|
—
|
|
(173)
|
|
(66,184)
|
Other expense,
net
|
(43)
|
|
(77)
|
|
(140)
|
|
(323)
|
Loss before income
taxes
|
(23,756)
|
|
(30,874)
|
|
(39,113)
|
|
(154,338)
|
Benefit from income
taxes
|
(619)
|
|
(5,550)
|
|
(292)
|
|
(74,709)
|
Loss before preferred
dividends and accretion of Series A Preferred Stock
|
(23,137)
|
|
(25,324)
|
|
(38,821)
|
|
(79,629)
|
Dividends and
accretion of Series A Preferred Stock
|
(8,094)
|
|
(7,872)
|
|
(24,018)
|
|
(21,236)
|
Net loss attributable
to common shareholders of Evolent Health, Inc.
|
$ (31,231)
|
|
$ (33,196)
|
|
$ (62,839)
|
|
$
(100,865)
|
|
|
|
|
|
|
|
|
Loss per common share
|
|
|
|
|
|
|
|
Basic and
diluted
|
$
(0.27)
|
|
$
(0.30)
|
|
$
(0.55)
|
|
$
(0.91)
|
|
|
|
|
|
|
|
|
Weighted-average common shares
outstanding
|
|
|
|
|
|
|
|
Basic and
diluted
|
114,862
|
|
112,282
|
|
114,565
|
|
110,464
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
Net loss attributable
to common shareholders of Evolent Health, Inc.
|
$ (31,231)
|
|
$ (33,196)
|
|
$ (62,839)
|
|
$
(100,865)
|
Other comprehensive
loss, net of taxes, related to:
|
|
|
|
|
|
|
|
Foreign currency
translation adjustment
|
(12)
|
|
(151)
|
|
(110)
|
|
(87)
|
Total comprehensive
loss attributable to common shareholders of Evolent Health,
Inc.
|
$ (31,243)
|
|
$ (33,347)
|
|
$ (62,949)
|
|
$
(100,952)
|
Evolent Health,
Inc.
|
Consolidated Balance
Sheets
|
(in thousands, except
share data)
|
|
|
|
September 30, 2024
|
|
December 31, 2023
|
|
(unaudited)
|
|
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
96,583
|
|
$
192,825
|
Restricted cash and
restricted investments
|
16,343
|
|
13,768
|
Accounts receivable,
net
|
407,902
|
|
446,749
|
Prepaid expenses and
other current assets
|
23,183
|
|
30,331
|
Total current
assets
|
544,011
|
|
683,673
|
Restricted cash and
restricted investments
|
14,925
|
|
16,864
|
Investments and equity
method investees
|
8,405
|
|
4,895
|
Property and equipment,
net
|
73,941
|
|
78,194
|
Right-of-use assets -
operating
|
9,244
|
|
11,983
|
Prepaid expenses and
other noncurrent assets
|
3,914
|
|
4,028
|
Contract cost
assets
|
13,203
|
|
12,120
|
Intangible assets,
net
|
696,779
|
|
752,009
|
Goodwill
|
1,137,342
|
|
1,116,542
|
Total
assets
|
$
2,501,764
|
|
$
2,680,308
|
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS'
EQUITY
|
|
|
|
Liabilities
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$
50,087
|
|
$
48,246
|
Accrued
liabilities
|
120,454
|
|
149,849
|
Operating lease
liability - current
|
6,220
|
|
9,738
|
Accrued compensation
and employee benefits
|
31,614
|
|
56,385
|
Deferred
revenue
|
2,621
|
|
5,976
|
Reserve for claims and
performance - based arrangements
|
312,687
|
|
404,048
|
Total current
liabilities
|
523,683
|
|
674,242
|
Long-term debt,
net
|
599,668
|
|
597,049
|
Other long-term
liabilities
|
3,247
|
|
3,637
|
Tax receivables
agreement liability
|
108,105
|
|
107,932
|
Operating lease
liabilities - noncurrent
|
29,318
|
|
38,009
|
Deferred tax
liabilities, net
|
11,892
|
|
13,311
|
Total
liabilities
|
1,275,913
|
|
1,434,180
|
|
|
|
|
Mezzanine Equity
|
|
|
|
Preferred class A
common stock - $0.01 par value; 50,000,000 shares authorized;
175,000 issued, respectively
|
187,166
|
|
178,427
|
|
|
|
|
Shareholders' Equity
|
|
|
|
Class A common stock -
$0.01 par value; 750,000,000 shares authorized; 116,550,263 and
115,424,833 shares issued, respectively
|
1,166
|
|
1,154
|
Additional
paid-in-capital
|
1,818,024
|
|
1,808,121
|
Accumulated other
comprehensive loss
|
(1,367)
|
|
(1,257)
|
Retained earnings
(accumulated deficit)
|
(758,015)
|
|
(719,194)
|
Treasury stock, at
cost; 1,537,582 shares issued, respectively
|
(21,123)
|
|
(21,123)
|
Total shareholders'
equity
|
1,038,685
|
|
1,067,701
|
Total liabilities,
mezzanine equity and shareholders' equity
|
$
2,501,764
|
|
$
2,680,308
|
Evolent Health,
Inc.
|
Consolidated
Statements of Cash Flows
|
(in thousands,
unaudited)
|
|
|
|
For the Nine Months
Ended September 30,
|
|
2024
|
|
2023
|
Cash Flows Provided by Operating
Activities
|
|
|
|
Net loss before
preferred dividends and accretion of Series A preferred
stock
|
$ (38,821)
|
|
$ (79,629)
|
Adjustments to
reconcile net loss to net cash and restricted cash provided by
(used in) operating activities:
|
|
|
|
Change in fair value
of contingent consideration
|
9,108
|
|
12,047
|
Loss on disposal of
non-strategic assets
|
—
|
|
2,097
|
Loss (gain) from
equity method investees
|
3,623
|
|
(1,262)
|
Depreciation and
amortization expenses
|
89,074
|
|
93,813
|
Stock-based
compensation expense
|
45,861
|
|
29,898
|
Deferred tax
provision
|
(1,916)
|
|
(78,196)
|
Amortization of
contract cost assets
|
3,604
|
|
8,005
|
Amortization of
deferred financing costs
|
2,650
|
|
2,912
|
Right-of-use asset
impairment
|
—
|
|
24,065
|
Change in tax
receivables agreement liability
|
173
|
|
66,184
|
Right-of-use operating
assets
|
2,739
|
|
11,129
|
Other current
operating cash inflows (outflows), net
|
180
|
|
(120)
|
Changes in assets and
liabilities, net of acquisitions:
|
|
|
|
Accounts receivable,
net and contract assets
|
38,844
|
|
(112,177)
|
Prepaid expenses and
other current and non-current assets
|
7,751
|
|
(16,394)
|
Contract cost
assets
|
(4,687)
|
|
(3,958)
|
Accounts
payable
|
1,260
|
|
(12,628)
|
Accrued
liabilities
|
17,648
|
|
27,537
|
Operating lease
liabilities
|
(12,209)
|
|
(10,432)
|
Accrued compensation
and employee benefits
|
(24,780)
|
|
(8,807)
|
Deferred
revenue
|
(3,355)
|
|
(136)
|
Reserve for claims and
performance-based arrangements
|
(91,361)
|
|
100,012
|
Other long-term
liabilities
|
(390)
|
|
(759)
|
Net cash and
restricted cash provided by operating activities
|
44,996
|
|
53,201
|
Cash Flows Used In Investing
Activities
|
|
|
|
Cash paid for asset
acquisitions and business combinations
|
(16,947)
|
|
(388,246)
|
Disposal of
non-strategic assets and divestiture of discontinued operations,
net
|
—
|
|
577
|
Return of equity method
investments
|
7
|
|
870
|
Purchases of
investments and contributions to equity method investees
|
(7,320)
|
|
—
|
Investments in
internal-use software and purchases of property and
equipment
|
(18,742)
|
|
(22,693)
|
Net cash and
restricted cash used in investing activities
|
(43,002)
|
|
(409,492)
|
Cash Flows (Used In) Provided by Financing
Activities
|
|
|
|
Changes in working
capital balances related to claims processing
|
584
|
|
7,925
|
Payment of contingent
consideration
|
(70,355)
|
|
—
|
Proceeds from stock
option exercises
|
3,462
|
|
9,183
|
Proceeds from issuance
of long-term debt, net of offering costs
|
(529)
|
|
256,063
|
Repayment of long-term
debt
|
—
|
|
(47,500)
|
Proceeds from issuance
of preferred stock, net of offering costs
|
—
|
|
168,000
|
Payment of preferred
dividends
|
(15,279)
|
|
(13,631)
|
Taxes withheld and paid
for vesting of equity awards
|
(15,390)
|
|
(14,348)
|
Net cash and
restricted cash (used in) provided by financing
activities
|
(97,507)
|
|
365,692
|
Effect of exchange rate
on cash and cash equivalents and restricted cash
|
(93)
|
|
(61)
|
Net (decrease) increase
in cash and cash equivalents and restricted cash
|
(95,606)
|
|
9,340
|
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
|
$
127,851
|
|
$
224,498
|
|
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 $1.8
million, dedicated employee costs of $1.2 million, third-party professional services
of $4.1 million and office space
consolidation costs of $3.5 million
for the nine months ended September 30, 2024. 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. Our 2023 Repositioning Plan
concluded in the second quarter of 2024.
- 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 calculated in
accordance with GAAP, 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 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, loss on disposal of non-strategic assets,
right-of-use assets impairment, repositioning costs, stock-based
compensation expense, severance costs, dividends and accretion of
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 income taxes, change in fair value of contingent
consideration, change in tax receivable agreement liability,
purchase accounting adjustments, loss on disposal of non-strategic
assets, right-of-use asset impairment, repositioning costs,
stock-based compensation expense, severance costs,
acquisition-related costs and the tax impact of non-GAAP
adjustments.
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 September 30,
|
|
For the Nine Months
Ended September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Cost of
revenue
|
$
540,708
|
|
$
386,585
|
|
$ 1,616,557
|
|
$ 1,048,998
|
Less:
|
|
|
|
|
|
|
|
Stock-based
compensation
|
1,117
|
|
51
|
|
3,329
|
|
1,633
|
Severance
costs
|
—
|
|
—
|
|
—
|
|
—
|
Adjusted cost of
revenue
|
$
539,591
|
|
$
386,534
|
|
$ 1,613,228
|
|
$ 1,047,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Adjusted Selling, General and
Administrative Expenses to
Selling, General and Administrative
Expenses
|
|
For the Three Months
Ended September 30,
|
|
For the Nine Months
Ended September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Selling, general and
administrative expenses
|
$ 67,060
|
|
$ 96,567
|
|
$
215,349
|
|
$
276,682
|
Less:
|
|
|
|
|
|
|
|
Stock-based
compensation
|
13,299
|
|
10,171
|
|
42,532
|
|
28,265
|
Severance
costs
|
1,680
|
|
—
|
|
2,860
|
|
954
|
Acquisition-related
costs
|
2,072
|
|
2,500
|
|
2,235
|
|
14,220
|
Repositioning
costs
|
—
|
|
8,129
|
|
10,599
|
|
19,390
|
Adjusted selling,
general and administrative expenses
|
$ 50,009
|
|
$ 75,767
|
|
$
157,123
|
|
$
213,853
|
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 September 30,
|
|
For the Nine Months
Ended September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net loss attributable to common shareholders of
Evolent Health, Inc.
|
$
(31,231)
|
|
$
(33,196)
|
|
$(62,839)
|
|
$(100,865)
|
Net loss margin
|
(5.0) %
|
|
(6.5) %
|
|
(3.3) %
|
|
(7.2) %
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
Interest
income
|
794
|
|
1,071
|
|
4,714
|
|
2,735
|
Interest
expense
|
(6,010)
|
|
(14,614)
|
|
(18,002)
|
|
(41,967)
|
Benefit from income
taxes
|
619
|
|
5,550
|
|
292
|
|
74,709
|
Depreciation and
amortization expenses
|
(29,701)
|
|
(32,404)
|
|
(89,074)
|
|
(93,813)
|
Change in tax
receivable agreement liability
|
—
|
|
—
|
|
(173)
|
|
(66,184)
|
Gain (loss) from
equity method investees
|
(2,229)
|
|
684
|
|
(3,623)
|
|
1,262
|
Change in fair value
of contingent consideration
|
(200)
|
|
(11,300)
|
|
(9,108)
|
|
(12,047)
|
Other income
(expense), net
|
(43)
|
|
(77)
|
|
(140)
|
|
(323)
|
Loss on disposal of
non-strategic assets
|
—
|
|
(2,097)
|
|
—
|
|
(2,097)
|
Right-of-use assets
impairment
|
—
|
|
—
|
|
—
|
|
(24,065)
|
Repositioning
costs
|
—
|
|
(8,129)
|
|
(10,599)
|
|
(19,390)
|
Stock-based
compensation expense
|
(14,416)
|
|
(10,222)
|
|
(45,861)
|
|
(29,898)
|
Severance
costs
|
(1,680)
|
|
—
|
|
(2,860)
|
|
(954)
|
Dividends and
accretion of Series A Preferred Stock
|
(8,094)
|
|
(7,872)
|
|
(24,018)
|
|
(21,236)
|
Acquisition-related
costs
|
(2,072)
|
|
(2,500)
|
|
(2,235)
|
|
(14,220)
|
Adjusted EBITDA
|
$ 31,801
|
|
$ 48,714
|
|
$ 137,848
|
|
$ 146,623
|
|
|
|
|
|
|
|
|
Adjusted EBITDA margin
|
5.1 %
|
|
9.5 %
|
|
7.2 %
|
|
10.4 %
|
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 September 30,
|
|
For the Nine Months
Ended September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net loss attributable to common shareholders of
Evolent Health, Inc.
|
$
(31,231)
|
|
$
(33,196)
|
|
$
(62,839)
|
|
$ (100,865)
|
Less:
|
|
|
|
|
|
|
|
Gain (loss) from
equity method investees
|
(2,229)
|
|
684
|
|
(3,623)
|
|
1,262
|
Other income
(expense), net
|
(43)
|
|
(77)
|
|
(140)
|
|
(323)
|
Benefit from income
taxes
|
619
|
|
5,550
|
|
292
|
|
74,709
|
Change in fair value
of contingent consideration
|
(200)
|
|
(11,300)
|
|
(9,108)
|
|
(12,047)
|
Change in tax
receivable agreement liability
|
—
|
|
—
|
|
(173)
|
|
(66,184)
|
Purchase accounting
adjustments
|
(17,189)
|
|
(30,422)
|
|
(51,737)
|
|
(57,532)
|
Loss on disposal of
non-strategic assets
|
—
|
|
—
|
|
—
|
|
(2,097)
|
Right-of-use asset
impairment
|
—
|
|
—
|
|
—
|
|
(24,065)
|
Repositioning
costs
|
—
|
|
(8,129)
|
|
(10,599)
|
|
(19,390)
|
Stock-based
compensation expense
|
(14,416)
|
|
(10,222)
|
|
(45,861)
|
|
(29,898)
|
Severance
costs
|
(1,680)
|
|
—
|
|
(2,860)
|
|
(954)
|
Acquisition-related
costs
|
(2,072)
|
|
(2,500)
|
|
(2,235)
|
|
(14,220)
|
Tax impact
(1)
|
1,256
|
|
5,317
|
|
13,273
|
|
10,474
|
Adjusted income attributable to common
shareholders
|
$ 4,723
|
|
$
20,000
|
|
$
49,932
|
|
$
39,400
|
|
|
|
|
|
|
|
|
Loss per share attributable to common
shareholders
|
|
|
|
|
|
|
|
Basic
|
$ (0.27)
|
|
$ (0.30)
|
|
$ (0.55)
|
|
$
(0.91)
|
|
|
|
|
|
|
|
|
Adjusted income per share attributable to common
shareholders
|
|
|
|
|
|
|
|
Basic
|
$
0.04
|
|
$
0.18
|
|
$
0.44
|
|
$
0.36
|
|
|
|
|
|
|
|
|
Weighted-average common shares
|
|
|
|
|
|
|
|
Basic
|
114,862
|
|
112,282
|
|
114,565
|
|
110,464
|
|
|
————————
|
(1)
|
Non-GAAP financial
information for the periods shown are adjusted for an assumed
provision for income taxes based on our statutory federal tax rate
of 21%. Due to the differences in the tax treatment of items
excluded from non-GAAP earnings, our estimated tax rate on non-GAAP
income may differ from our GAAP tax rate.
|
|
|
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
weather current dynamics, continue to expand our footprint, future
actions, trends in our businesses, prospective services, new
partner additions/expansions, our guidance and business outlook and
future performance or financial results, and the closing of pending
transactions and the outcome of contingencies, such as legal
proceedings. We claim the protection afforded by the safe harbor
for forward-looking statements provided by the PSLRA.
These statements are only predictions based on
our current expectations and projections about future events.
Forward-looking statements involve risks and uncertainties that may
cause actual results, level of activity, performance or
achievements to differ materially from the results contained in the
forward-looking statements. Risks and uncertainties that may
cause actual results to vary materially, some of which are
described within the forward-looking statements, include, among
others:
- risks relating to our ability to efficiently integrate NIA and
Machinify 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;
- our ability to accurately predict our exposure under
performance-based contracts;
- 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, Inc.