Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 15, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37415 | ||
Entity Registrant Name | Evolent Health, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 32-0454912 | ||
Entity Address, Address Line One | 1812 N. Moore Street | ||
Entity Address, Address Line Two | Suite 1705 | ||
Entity Address, City or Town | Arlington | ||
Entity Address, State or Province | VA | ||
Entity Address, Postal Zip Code | 22209 | ||
City Area Code | 571 | ||
Local Phone Number | 389-6000 | ||
Title of 12(b) Security | Class A Common Stock of Evolent Health, Inc., par value $0.01 per share | ||
Trading Symbol | EVH | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3.4 | ||
Entity Common Stock, Shares Outstanding (in shares) | 115,430,107 | ||
Documents Incorporated by Reference | Selected portions of the Proxy Statement for the Annual Meeting of Shareholders, scheduled for June 6, 2024, hav e been incorporated by reference into Part III of this Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2023. | ||
Entity Central Index Key | 0001628908 | ||
Amendment Flag | false | ||
Document Year Focus | 2023 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | McLean, Virginia |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 192,825 | $ 188,200 | |
Restricted cash and restricted investments | 13,768 | 14,492 | |
Accounts receivable, net | [1] | 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 | |
Current liabilities: | |||
Accounts payable | [1] | 48,246 | 57,174 |
Accrued liabilities | [1] | 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 (See Note 11) | |||
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 | 0 | |
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 | |
[1]See Note 20 for amounts attributable to related parties included in these line items. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Mezzanine Equity | ||
Preferred class A common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred class A common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred class A common stock, shares issued (in shares) | 175,000 | 0 |
Shareholders' Equity | ||
Class A common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Class A common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Class A common stock, shares issued (in shares) | 115,424,833 | 101,500,558 |
Treasury stock, shares issued (in shares) | 1,537,582 | 1,537,582 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Statement [Abstract] | ||||
Revenue | [1] | $ 1,963,896 | $ 1,352,013 | $ 907,957 |
Expenses | ||||
Cost of revenue | [1] | 1,503,426 | 1,035,429 | 657,551 |
Selling, general and administrative expenses | [1] | 358,110 | 269,269 | 219,499 |
Depreciation and amortization expenses | 123,415 | 67,195 | 60,037 | |
Loss on disposal of non-strategic assets | 8,107 | 0 | 0 | |
Right-of-use assets impairment | 24,065 | 0 | 0 | |
Change in fair value of contingent consideration | 17,984 | (23,522) | 13,281 | |
Total operating expenses | 2,035,107 | 1,348,371 | 950,368 | |
Operating income (loss) | (71,211) | 3,642 | (42,411) | |
Interest income | 5,256 | 1,369 | 407 | |
Interest expense | (54,205) | (15,572) | (25,425) | |
Gain from equity method investees | 1,290 | 4,569 | 13,179 | |
Gain on transfer of membership | 0 | 0 | 45,938 | |
Loss on extinguishment/repayment on long-term debt, net | (21,010) | (10,192) | (21,343) | |
Change in tax receivables agreement liability | (61,982) | (45,950) | 0 | |
Other income (expense), net | (543) | 57 | (146) | |
Loss before income taxes | (202,405) | (62,077) | (29,801) | |
Provision for (benefit from) income taxes | (89,365) | (43,376) | 483 | |
Loss from continuing operations | (113,040) | (18,701) | (30,284) | |
Loss from discontinued operations, net of tax | [2] | 0 | (463) | (7,317) |
Loss before preferred dividends and accretion of Series A Preferred Stock | (113,040) | (19,164) | (37,601) | |
Dividends and accretion of Series A Preferred Stock | (29,220) | 0 | 0 | |
Net (loss) attributable to common shareholders of Evolent Health, Inc. - Basic | (142,260) | (19,164) | (37,601) | |
Net (loss) attributable to common shareholders of Evolent Health, Inc., Inc. - Diluted | $ (142,260) | $ (19,164) | $ (37,601) | |
Basic and diluted: | ||||
Continuing operations, basic (in dollars per share) | $ (1.28) | $ (0.20) | $ (0.35) | |
Continuing operations, diluted (in dollars per share) | (1.28) | (0.20) | (0.35) | |
Discontinued operations basic (in dollars per share) | 0 | 0 | (0.09) | |
Discontinued operations diluted (in dollars per share) | 0 | 0 | (0.09) | |
Basic loss per share attributable to common shareholders of Evolent Health, Inc. (in dollars per share) | (1.28) | (0.20) | (0.44) | |
Diluted loss per share attributable to common shareholders of Evolent Health, Inc. (in dollars per share) | $ (1.28) | $ (0.20) | $ (0.44) | |
Weighted-average common shares outstanding | ||||
Basic (in shares) | 111,251 | 93,699 | 86,067 | |
Diluted (in shares) | 111,251 | 93,699 | 86,067 | |
Comprehensive loss | ||||
Net loss attributable to common shareholders of Evolent Health, Inc. | $ (142,260) | $ (19,164) | $ (37,601) | |
Other comprehensive loss, net of taxes, related to: | ||||
Foreign currency translation adjustment | (79) | (816) | (84) | |
Total comprehensive loss attributable to common shareholders of Evolent Health, Inc. | $ (142,339) | $ (19,980) | $ (37,685) | |
[1] See Note 20 for amounts attributable to unconsolidated related parties included in these line items. discontinued operations |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Loss on disposal of discontinued operations | $ (0.5) | $ (6.8) |
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Loss from discontinued operations, net of tax |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE AND SHAREHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Total Shareholders' Equity | Total Shareholders' Equity Leveraged Stock Units (LSUs) | Total Shareholders' Equity Cumulative-effect adjustment from adoption of ASC 2020-06 | Class A Common Stock | Class A Common Stock Performance-Based Restricted Stock Units (PSUs) | Class A Common Stock Leveraged Stock Units (LSUs) | Additional Paid-In Capital | Additional Paid-In Capital Performance-Based Restricted Stock Units (PSUs) | Additional Paid-In Capital Leveraged Stock Units (LSUs) | Additional Paid-In Capital Cumulative-effect adjustment from adoption of ASC 2020-06 | Accumulated Other Comprehensive Loss | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit) Cumulative-effect adjustment from adoption of ASC 2020-06 | Treasury Stock |
Series A preferred stock , beginning balance (in shares) at Dec. 31, 2020 | 0 | ||||||||||||||
Series A preferred stock , Beginning balance at Dec. 31, 2020 | $ 0 | ||||||||||||||
Series A preferred stock , Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||||||
Series A preferred stock , Ending balance at Dec. 31, 2021 | $ 0 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 85,895,000 | ||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 619,600 | $ 859 | $ 1,229,320 | $ (278) | $ (589,178) | $ (21,123) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock-based compensation expense | 16,711 | 16,711 | |||||||||||||
Exercise of stock options (in shares) | 1,490,000 | ||||||||||||||
Exercise of stock options | 13,289 | $ 15 | 13,274 | ||||||||||||
Restricted stock units vested, net of shares withheld for taxes (in shares) | 492,000 | ||||||||||||||
Restricted stock units vested, net of shares withheld for taxes | (3,850) | $ 5 | (3,855) | ||||||||||||
Shares issued for acquisition (in shares) | 1,771,000 | ||||||||||||||
Shares issued for acquisition | 56,626 | $ 18 | 56,608 | ||||||||||||
Exchange and conversion of 2024 notes (in shares) | 1,095,000 | ||||||||||||||
Exchange and conversion of 2024 notes | 28,492 | $ 11 | 28,481 | ||||||||||||
Class A common stock issued for payment of earn-outs (in shares) | 16,000 | ||||||||||||||
Class A common stock issued for payment of earn-outs | 450 | 450 | |||||||||||||
Foreign currency translation adjustment | (84) | (84) | (84) | ||||||||||||
Net loss attributable to common shareholders of Evolent Health, Inc. | $ (37,601) | (37,601) | (37,601) | ||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 90,759,000 | ||||||||||||||
Ending balance at Dec. 31, 2021 | 693,633 | $ (66,383) | $ 908 | 1,340,989 | $ (106,172) | (362) | (626,779) | $ 39,789 | (21,123) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 | ||||||||||||||
Series A preferred stock , Ending balance (in shares) at Dec. 31, 2022 | 0 | ||||||||||||||
Series A preferred stock , Ending balance at Dec. 31, 2022 | $ 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock-based compensation expense | 33,981 | 33,981 | |||||||||||||
Exercise of stock options (in shares) | 651,000 | ||||||||||||||
Exercise of stock options | 4,452 | $ 6 | 4,446 | ||||||||||||
Restricted stock units vested, net of shares withheld for taxes (in shares) | 496,000 | ||||||||||||||
Restricted stock units vested, net of shares withheld for taxes | (7,086) | $ 5 | (7,091) | ||||||||||||
Stock units vested, net of shares withheld for taxes (in shares) | 459,000 | ||||||||||||||
Stock units vested, net of shares withheld for taxes | (11,232) | $ 5 | (11,237) | ||||||||||||
Shares issued for acquisition (in shares) | 3,742,000 | ||||||||||||||
Shares issued for acquisition | 130,175 | $ 37 | 130,138 | ||||||||||||
Exchange and conversion of 2024 notes (in shares) | 5,394,000 | ||||||||||||||
Exchange and conversion of 2024 notes | 101,857 | $ 54 | 101,803 | ||||||||||||
Foreign currency translation adjustment | (816) | (816) | (816) | ||||||||||||
Net loss attributable to common shareholders of Evolent Health, Inc. | $ (19,164) | (19,164) | (19,164) | ||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 101,500,558 | 101,501,000 | |||||||||||||
Ending balance at Dec. 31, 2022 | $ 859,417 | 859,417 | $ 1,015 | 1,486,857 | (1,178) | (606,154) | (21,123) | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Issuance of series A preferred stock, net of issuance costs (in shares) | 175,000 | ||||||||||||||
Issuance of series A preferred stock, net of issuance costs | $ 168,000 | ||||||||||||||
Net loss attributable to common shareholders of Evolent Health, Inc. | $ 10,427 | ||||||||||||||
Series A preferred stock , Ending balance (in shares) at Dec. 31, 2023 | 175,000 | ||||||||||||||
Series A preferred stock , Ending balance at Dec. 31, 2023 | $ 178,427 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock-based compensation expense | 40,501 | 40,501 | |||||||||||||
Exercise of stock options (in shares) | 1,237,000 | 1,406,000 | |||||||||||||
Exercise of stock options | 12,519 | $ 14 | 12,505 | ||||||||||||
Restricted stock units vested, net of shares withheld for taxes (in shares) | 630,000 | ||||||||||||||
Restricted stock units vested, net of shares withheld for taxes | (11,317) | $ 6 | (11,323) | ||||||||||||
Stock units vested, net of shares withheld for taxes (in shares) | 202,000 | 1,040,000 | |||||||||||||
Stock units vested, net of shares withheld for taxes | $ (3,975) | $ 0 | $ 2 | $ 10 | $ (3,977) | $ (10) | |||||||||
Shares issued for acquisition (in shares) | 8,475,000 | ||||||||||||||
Shares issued for acquisition | 261,271 | $ 85 | 261,186 | ||||||||||||
Exchange and conversion of 2024 notes (in shares) | 1,294,000 | ||||||||||||||
Exchange and conversion of 2024 notes | $ 23,073 | $ 13 | 23,060 | ||||||||||||
Class A common stock issued for payment of earn-outs (in shares) | 877,000 | ||||||||||||||
Class A common stock issued for payment of earn-outs | 28,551 | $ 9 | 28,542 | ||||||||||||
Foreign currency translation adjustment | (79) | (79) | |||||||||||||
Net loss attributable to common shareholders of Evolent Health, Inc. | $ (142,260) | (29,220) | (113,040) | ||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 115,424,833 | 115,425,000 | |||||||||||||
Ending balance at Dec. 31, 2023 | $ 1,067,701 | $ 1,154 | $ 1,808,121 | $ (1,257) | $ (719,194) | $ (21,123) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows Provided by (Used In) Operating Activities | |||
Net loss before dividends declared and accretion of Series A preferred stock | $ (113,040) | $ (19,164) | $ (37,601) |
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) | 13,281 |
Loss on disposal of non-strategic assets | 8,107 | 0 | 0 |
Loss on discontinued operations | 0 | 463 | 6,786 |
Gain from equity method investees | (1,290) | (4,569) | (13,179) |
Depreciation and amortization expenses | 123,415 | 67,195 | 60,037 |
Stock-based compensation expense | 40,501 | 33,981 | 16,711 |
Deferred tax benefit | (93,254) | (45,608) | (526) |
Amortization of contract cost assets | 10,944 | 23,056 | 13,041 |
Amortization of deferred financing costs | 3,812 | 2,302 | 18,045 |
Gain on transfer of membership | 0 | 0 | (45,938) |
Loss on extinguishment/repayment of debt, net | 21,010 | 10,192 | 21,343 |
Right-of-use asset impairment | 24,065 | 0 | 0 |
Change in tax receivables agreement liability | 61,982 | 45,950 | 0 |
Right-of-use operating assets | 16,625 | 2,500 | 8,844 |
Operating lease liabilities | (15,373) | (2,983) | (6,522) |
Other current operating cash outflows, net | (171) | 2,612 | 392 |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable, net and contract assets | (164,694) | (102,980) | (5,779) |
Prepaid expenses and other current and non-current assets | (10,613) | 1,673 | 5,599 |
Contract cost assets | (5,602) | (7,693) | (18,979) |
Accounts payable | (6,723) | 13,165 | 7,250 |
Accrued liabilities | 23,653 | (28,791) | (324) |
Accrued compensation and employee benefits | (2,052) | 447 | 3,538 |
Deferred revenue | (263) | (6,508) | (739) |
Reserve for claims and performance-based arrangements | 204,318 | 28,436 | (3,799) |
Other long-term liabilities | (759) | (1,707) | (2,734) |
Net cash and restricted cash provided by (used in) operating activities | 142,582 | (11,553) | 38,747 |
Cash Flows Used In Investing Activities | |||
Cash paid for asset acquisitions and business combinations | (388,246) | (248,111) | (49,012) |
Proceeds from transfer of membership and release of Passport escrow | 0 | 30,969 | 42,996 |
Disposal of non-strategic assets and divestiture of discontinued operations, net | 577 | (9,164) | 3,490 |
Return of equity method investments | 870 | 5,552 | 14,218 |
Purchases of investments | 0 | 0 | (2,995) |
Maturities and sales of investments | 0 | 0 | 500 |
Investments in internal-use software and purchases of property and equipment | (28,745) | (38,361) | (24,983) |
Net cash and restricted cash used in investing activities | (415,544) | (259,115) | (15,786) |
Cash Flows Provided by Financing Activities | |||
Changes in working capital balances related to claims processing on behalf of partners | (1,514) | (59,449) | 61,162 |
Payment of contingent consideration | (46,873) | 0 | 0 |
Proceeds from stock option exercises | 12,519 | 4,452 | 13,289 |
Proceeds from issuance of long-term debt, net of offering costs | 647,494 | 219,740 | 0 |
Repayment and repurchase of 2021 Notes and financing fees | 0 | 0 | (429) |
Repayment of long-term debt | (464,201) | 0 | (98,420) |
Distributions to Sponsors | 0 | (14,884) | (1,300) |
Proceeds from issuance of preferred stock, net of offering costs | 168,000 | 0 | 0 |
Payment of preferred dividends | (18,793) | 0 | 0 |
Taxes withheld and paid for vesting of equity awards | (15,292) | (18,318) | (3,850) |
Net cash and restricted cash provided by (used in) financing activities | 281,340 | 131,541 | (29,548) |
Effect of exchange rate on cash and cash equivalents and restricted cash | (79) | (657) | (52) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 8,299 | (139,784) | (6,639) |
Cash and cash equivalents and restricted cash as of beginning-of-period | 215,158 | 354,942 | 361,581 |
Cash and cash equivalents and restricted cash as of end-of-period | $ 223,457 | $ 215,158 | $ 354,942 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Evolent Health, Inc. was incorporated in December 2014 in the state of Delaware and through its subsidiaries is a market leader in connecting care for people with complex conditions like cancer, cardiovascular disease, and musculoskeletal diagnoses. We work on behalf of health plans and other risk-bearing entities and payers (our customers) to support physicians and other healthcare providers (our users) in providing the best evidence-based care to their patients. We believe adherence to the best evidence supports better outcomes for patients, a better experience for physicians, and lower costs for the healthcare system overall. The Company made organizational changes, including re-evaluating its reportable segments, as a result of growth in our value-based specialty care business, both organically and through acquisitions. Effective during the three months ended March 31, 2023, the Company changed its reportable segments to reflect changes in the way its chief operating decision maker evaluates the performance of its operations, develops strategy and allocates capital resources. Specifically, the Company collapsed its previous two segments, Evolent Health Services and Clinical Solutions into one segment. The Company's historical disclosures have been recast to be consistent with the current presentation. As of December 31, 2023, the Company had unrestricted cash and cash equivalents of $192.8 million. The Company believes it has sufficient liquidity for at least the next twelve months as of the date the financial statements were available to be issued. The Company’s headquarters is located in Arlington, Virginia. Evolent Health LLC Governance |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principles | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principles | Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principles Basis of Presentation The consolidated financial statements of the Company are prepared in accordance with U.S. GAAP. Our consolidated financial statements include the accounts of all subsidiaries. Summary of Significant Accounting Policies Certain GAAP policies that significantly affect the determination of our financial position, results of operations and cash flows, are summarized below. Accounting Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses for the reporting period. Those estimates are inherently subject to change and actual results could differ from those estimates. In the accompanying consolidated financial statements, estimates are used for, but not limited to, the valuation of assets (including intangibles assets, goodwill and long-lived assets), liabilities, consideration related to business combinations and asset acquisitions, revenue recognition (including variable consideration), estimated selling prices for performance obligations in contracts with multiple performance obligations, reserves for claims and performance-based arrangements, credit losses, depreciable lives of assets, impairment of long-lived assets, stock-based compensation, deferred income taxes and valuation allowance, contingent liabilities, purchase price allocation in taxable stock transactions and useful lives of intangible assets. Principles of Consolidation The consolidated financial statements include the accounts of Evolent Health, Inc. and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. Cash and Cash Equivalents We consider all highly liquid instruments with original maturities of three months or less to be cash equivalents. The Company holds materially all of our cash in bank deposits with FDIC participating banks, at cost, which approximates fair value. Restricted Cash and Restricted Investments Restricted cash and restricted investments include cash and investments used to collateralize various contractual obligations (in thousands) as follows: December 31, 2023 December 31, 2022 Collateral for letters of credit for facility leases (1) $ 2,132 $ 2,269 Collateral with financial institutions (2) 16,237 10,912 Claims processing services (3) 12,263 13,777 Total restricted cash and restricted investments $ 30,632 $ 26,958 Current restricted cash $ 13,768 $ 14,492 Total current restricted cash and restricted investments $ 13,768 $ 14,492 Non-current restricted cash $ 16,864 $ 12,466 Total non-current restricted cash and restricted investments $ 16,864 $ 12,466 ———————— (1) Represents restricted cash related to collateral for letters of credit required in conjunction with lease agreements. See Note 12 for further discussion of our lease commitments. (2) Represents collateral held with financial institutions for risk-sharing and other arrangements which are held in a FDIC participating bank account. See Note 19 for discussion of fair value measurement. (3) Represents cash held by the Company related to claims processing services on behalf of partners. These are pass-through amounts and can fluctuate materially from period to period depending on the timing of when the claims are processed. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2023 2022 Cash and cash equivalents $ 192,825 $ 188,200 Restricted cash and restricted investments 30,632 26,958 Total cash and cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 223,457 $ 215,158 Accounts Receivable and Allowances Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. See Note 7 for additional discussion regarding accounts receivable and allowances. Property and Equipment, Net Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment are computed using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term. The following summarizes the estimated useful lives by asset classification: Computer hardware 3 years Computer software 1 year Furniture and equipment 3 - 7 years Internal-use software development costs 5 years Leasehold improvements Shorter of useful life or remaining lease term When an item is sold or retired, the cost and related accumulated depreciation or amortization is eliminated and the resulting gain or loss, if any, is recorded in loss on disposal of non-strategic assets on our consolidated statements of operations and comprehensive income (loss). We periodically review the carrying value of our long-lived assets, including property and equipment, for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. For long-lived assets to be held and used, impairments are recognized when the carrying amount of a long-lived asset group is not recoverable and exceeds fair value. The carrying amount of a long-lived asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset group exceeds its fair value. Software Development Costs The Company capitalizes the cost of developing internal-use software, consisting primarily of personnel and related expenses (including employee taxes and benefits) for employees and third parties who devote time to their respective projects. Internal-use software costs are capitalized during the application development stage – when the research stage is complete and management has committed to a project to develop software that will be used for its intended purpose. Any costs incurred during subsequent efforts to significantly upgrade and enhance the functionality of the software are also capitalized. Capitalized software costs are included in property and equipment, net on our consolidated balance sheets. Amortization of internal-use software costs are recorded on a straight-line basis over their estimated useful life and begin once the project is substantially complete and the software is ready for its intended purpose. Business Combinations Companies acquired during each reporting period are reflected in the results of the Company effective from their respective dates of acquisition through the end of the reporting period. The Company allocates the fair value of purchase consideration to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Critical estimates used to value certain identifiable assets include, but are not limited to, expected long-term revenues, future expected operating expenses, cost of capital and appropriate discount rates. The excess of the fair value of purchase consideration over the fair value of the assets acquired and liabilities assumed in the acquired entity is recorded as goodwill. If the Company obtains new information about facts and circumstances that existed as of the acquisition date during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded on the Company's consolidated statements of operations and comprehensive income (loss). For contingent consideration recorded as a liability, the Company initially measures the amount at fair value as of the acquisition date and adjusts the liability, if needed, to fair value at each reporting period. Changes in the fair value of contingent consideration, other than measurement period adjustments, are recognized as operating income or expense. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. See Note 4 for additional discussion regarding business combinations. Equity Method Investments For entities that are not consolidated, but where the Company has significant influence over the operating or financial decisions of the entity, the Company accounts for the investment under the equity method of accounting. In accordance with the equity method of accounting, the Company will recognize its share of earnings or losses of the investee in the period in which they are reported by the investee. The Company also considers whether there are any indicators of other-than-temporary impairment of its investments accounted for under the equity method. These investments are included in investments in equity method investees on the consolidated balance sheets with income or loss included in gain from equity method investees on the consolidated statements of operations and comprehensive income (loss). See Note 18 for additional discussion regarding our equity method investments. Goodwill We recognize the excess of the purchase price, plus the fair value of any non-controlling interests in the acquiree, over the fair value of identifiable net assets acquired as goodwill. Goodwill is not amortized, but is reviewed at least annually for indications of impairment, with consideration given to financial performance and other relevant factors. We perform impairment tests of goodwill at a reporting unit level on October 31 of each year. During the fourth quarter of 2023, the Company underwent organizational changes which required a reassessment of reporting units. As a result, the Company determined it has one reporting unit due to the economic similarity of the services provided to our partners. We perform impairment tests between annual tests if an event occurs, or circumstances change, that we believe would more likely than not reduce the fair value of a reporting unit below its carrying amount. Our goodwill impairment analysis first assesses qualitative factors to determine whether events or circumstances existed that would lead the Company to conclude it is more likely than not that the fair value of its reporting unit is below its carrying amount. If the Company determines that it is more likely than not that the fair value of its reporting unit is below the carrying amount, a quantitative goodwill assessment is required. In the quantitative evaluation, the fair value of our reporting unit is determined and compared to the carrying value. If the fair value is greater than the carrying value, then the carrying value is deemed to be recoverable and no further action is required. If the fair value estimate is less than the carrying value, goodwill is considered impaired for the amount by which the carrying amount exceeds our reporting unit’s fair value and a charge is reported in goodwill impairment on our consolidated statements of operations and comprehensive income (loss). See Note 9 for additional discussion regarding the goodwill impairment tests conducted during 2023. Intangible Assets, Net Identified intangible assets are recorded at their estimated fair values at the date of acquisition and are amortized over their respective estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are used. The following summarizes the estimated useful lives by asset classification: Corporate trade name 1 year Customer relationships 11 - 25 years Technology 5 years Provider network contracts 3 - 5 years As part of the organizational changes as a result of growth in our value-based specialty care business, we will sunset several corporate trade names and replace them with Evolent signifying our adoption and launch of a unified brand. As a result, we re-evaluated the useful lives of our intangible assets and accelerated amortization such that all corporate trade names will be fully amortized by December 2024. Intangible assets are reviewed for impairment if circumstances indicate the Company may not be able to recover the asset’s carrying value. The Company evaluates recoverability by determining whether the undiscounted cash flows expected to result from the use and eventual disposition of that asset or group exceed the carrying value at the evaluation date. If the undiscounted cash flows are not sufficient to cover the carrying value, the Company measures an impairment loss as the excess of the carrying amount of the long-lived asset or group over its fair value. See Note 9 for additional discussion regarding our intangible assets. Research and Development Costs Research and development costs consist primarily of personnel and related expenses (including stock-based compensation and employee taxes and benefits) for employees engaged in research and development activities as well as third-party fees. All such costs are expensed as incurred. We focus our research and development efforts on activities that support our technology infrastructure, clinical program development, data analytics and network development capabilities. Research and development costs are recorded within cost of revenue and selling, general and administrative expenses on our consolidated statements of operations and comprehensive income (loss). Reserves for Claims and Performance-based Arrangements Reserves for claims and performance-based arrangements reflect estimates of payments under performance-based arrangements and the ultimate cost of claims that have been incurred but not reported, including expected development on reported claims, those that have been reported but not yet paid (reported claims in process) and other medical care expenses and services payable that are primarily composed of accruals for incentives and other amounts payable to health care professionals and facilities. The Company uses actuarial principles and assumptions that are consistently applied in each reporting period and recognizes the actuarial best estimate of the ultimate liability along with a margin for adverse deviation. This approach is consistent with actuarial standards of practice that the liabilities be adequate under moderately adverse conditions. The process of estimating reserves involves a considerable degree of judgment by the Company and, as of any given date, is inherently uncertain. The methods for making such estimates and for establishing the resulting liability are continually reviewed and adjustments are reflected in current results of operations in the period in which they are identified as experience develops or new information becomes known. See Note 22 for additional discussion regarding our reserves for claims and performance-based arrangements. Right of Offset Certain customer arrangements give the Company the legal right to net payment for amounts due from customers and claims payable. As of December 31, 2023 and 2022, approximately 57% and 47%, respectively, of gross accounts receivable has been netted against claims payable in lieu of cash receipt. Furthermore, as of December 31, 2023, approximately 16% of our accounts receivable, net could ultimately be settled on a net basis, once the criteria for netting have been met. Additionally, the Company offsets its accounts receivable and claims reserve under its total cost of care solution. Long-term Debt Convertible notes and amounts borrowed under our Credit Agreement are carried at cost, net of debt discounts and issuance costs, as long-term debt on the consolidated balance sheets. The debt discounts and issuance costs are amortized to interest expense on the consolidated statements of operations and comprehensive income (loss) using the straight-line method over the contractual term of the note if that method is not materially different from the effective interest rate method. Cash interest payments are due either quarterly or semi-annually in arrears and we accrue interest expense monthly based on the annual coupon rate. See Note 10 for further discussion regarding our convertible notes and Credit Agreement. Leases The Company enters into various office space, data center and equipment lease agreements in conducting its normal business operations. At the inception of any contract, the Company evaluates the agreement to determine whether the contract contains a lease. If the contract contains a lease, the Company then evaluates the term and whether the lease is an operating or finance lease. Most leases include one or more options to renew or may have a termination option. The Company determines whether these options are reasonably certain to be exercised at the inception of the lease. The rent expense is recognized on a straight-line basis in the consolidated statements of operations and comprehensive income (loss) over the terms of the respective leases. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Further, the Company treats all lease and non-lease components as a single combined lease component for all classes of underlying assets. The Company also enters into sublease agreements for some of its leased office space. Rental income attributable to subleases is immaterial and is offset against rent expense over the terms of the respective leases. The Company reviews long-lived assets, which include operating lease right-of-use asset assets, for impairment when facts or circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows are less than the carrying value of the assets, the carrying values are reduced to the estimated fair value. Fair values are determined based on quoted market values, discounted cash flows and external market data, as applicable. During the year ended December 31, 2023, the Company decommissioned its Chicago, IL lease and wrote off the associated right-of-use asset, recognizing an impairment charge of $24.1 million in right-of-use assets impairment on the consolidated statements of operations. The Company terminated a portion its Arlington, VA lease effective December 31, 2023 and recognized the impact of a $6.5 million termination penalty in its operating lease liability - current on its consolidated balance sheet. The termination payment will consist of two payments of $3.25 million, one payment was paid on October 1, 2023 and the other will be paid on April 1, 2024. Refer to Note 12 for additional lease disclosures. Revenue Recognition Our revenue contracts are typically multi-year arrangements with customers to provide solutions designed to lower the medical expenses of our partners and include our total cost of care management and specialty care management services solutions, provide comprehensive health plan operations and claims processing services, and also include transition or run-out services to customers. We use the following 5-step model, outlined in Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), to determine revenue recognition from our contracts with customers: • Identify the contract(s) with a customer • Identify the performance obligations in the contract • Determine the transaction price • Allocate the transaction price to performance obligations • Recognize revenue when (or as) the entity satisfies a performance obligation See Note 6 for further discussion of our policies related to revenue recognition. Cost of Revenue Our cost of revenue includes direct expenses and shared resources that perform services in direct support of partners. Costs consist primarily of employee-related expenses (including compensation, benefits and stock-based compensation), expenses for TPA support and other services, as well as other professional fees. In certain cases, our cost of revenue also includes claims and capitation payments to providers and payments for pharmaceutical treatments and other health care expenditures through capitated arrangements. Selling, general and administrative expenses Our selling, general and administrative expenses consist of employee-related expenses (including compensation, benefits and stock-based compensation) for selling and marketing, corporate development, finance, legal, human resources, corporate information technology, professional fees and other corporate expenses associated with these functional areas. Selling, general and administrative expenses also include costs associated with our centralized infrastructure and research and development activities to support our network development capabilities, claims processing services, including PBM administration, technology infrastructure, clinical program development and data analytics. Stock-based Compensation The Company sponsors a stock-based incentive plan that provides for the issuance of stock-based awards to employees, vendors and non-employee directors of the Company or its consolidated subsidiaries. Our stock-based awards generally vest over a three We expense the fair value of stock-based awards granted under our incentive compensation plans. The fair value of the awards is expensed over the performance or service period, which generally corresponds to the vesting period, on a straight-line basis and is recognized as an increase to additional paid-in capital. Stock-based compensation expense is reflected in cost of revenue and selling, general and administrative expenses in our consolidated statements of operations and comprehensive income (loss). We recognize share-based award forfeitures as they occur. Income Taxes Deferred income taxes are recognized, based on enacted rates, when assets and liabilities have different values for financial statement and tax reporting purposes. A valuation allowance is recorded to the extent required. Considerable judgment and the use of estimates are required in determining whether a valuation allowance is necessary and, if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance, we consider many factors, including: the nature and character of the deferred tax assets and liabilities; taxable income in prior carryback years; future reversals of temporary differences; the length of time carryovers can be utilized; and any tax planning strategies we would employ to avoid a tax benefit from expiring unused. We use a recognition threshold and a measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. We recognize interest and penalties accrued on any unrecognized tax exposures as a component of income tax expense, when applicable. As of December 31, 2023 and 2022, our identified balance of uncertain income tax positions would not have a material impact to the consolidated financial statements. We are subject to taxation in various jurisdictions in the U.S., India and the Philippines and remain subject to examination by taxing jurisdictions for the year 2011 and all subsequent periods due to the availability of NOL carryforwards. Loss per Common Share Basic loss per common share is computed by dividing net loss available to Class A common shareholders by the weighted-average number of Class A common shares outstanding. For periods of net income, and when the effects are not anti-dilutive, we calculate diluted earnings per share by dividing net income available to Class A common shareholders by the weighted average number of Class A common shares plus the weighted average number of Class A common shares assuming the conversion of our convertible notes, as well as the impact of all potential dilutive common shares, consisting primarily of common stock options and unvested restricted stock awards using the treasury stock method and our Series A Preferred Stock. For periods of net loss, shares used in the diluted loss per share calculation represent basic shares as using potentially dilutive shares would be anti-dilutive. Fair Value Measurement Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. Our consolidated balance sheets include various financial instruments (primarily cash not held in money-market funds, restricted cash, accounts receivable, accounts payable, accrued expenses and other liabilities) that are carried at cost which approximates fair value. See Note 19 for further discussion regarding fair value measurement. Series A Preferred Stock In accordance with ASC 480, Distinguishing Liabilities from Equity, the shares of Cumulative Series A Convertible Preferred Shares, par value $0.01 per share (“Series A Preferred Stock”) are classified within temporary equity, as events outside the Company’s control can trigger such shares to become redeemable. Costs associated with the issuance of redeemable preferred stock are presented as discounts to the fair value of the redeemable preferred stock and are amortized using the effective interest method, over the term of the respective series of preferred shares. Refer to Note 13 - Convertible Preferred Equity for further discussion. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Adoption of New Accounting Standards In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Specifically, the ASU removes the separation models for convertible debt with a cash conversion feature or convertible instruments with a beneficial conversion feature and no longer permits the use of the treasury stock method from calculating earnings per share. As a result, after adopting the ASU’s guidance, we do not separately present in equity an embedded conversion feature of such debt. Instead, we account for a convertible debt instrument wholly as debt unless (i) a convertible instrument contains features that require bifurcation as a derivative or (ii) a convertible debt instrument was issued at a substantial premium. Additionally, the ASU removes certain conditions for equity classification related to contracts in an entity’s own equity (e.g., warrants) and amends certain guidance related to the computation of earnings per share for convertible instruments and contracts on an entity’s own equity. The Company adopted the standard using a modified retrospective method on January 1, 2022, with adjustments which increased retained earnings by $39.8 million, reduced additional paid-in capital by $106.2 million and increased the net carrying amount of the 2024 and 2025 Notes by $25.1 million and $41.3 million, respectively. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. The Company adopted this standard starting in the first quarter of 2023, which did not have a material impact on our consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which enhances the disclosures required for operating segments in the Company's annual and interim consolidated financial statements, including those companies with a single operating segment. ASU 2023-07 is effective retrospectively for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our disclosures. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 includes requirements that an entity disclose specific categories in the rate reconciliation and provide additional information for reconciling items that are greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate. The standard also requires that entities disclose income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) each disaggregated between domestic and foreign. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently assessing the impact of ASU 2023-09 on its disclosures. |
Transactions
Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Transactions | Transactions Business Combinations National Imaging Associates Inc. On January 20, 2023, the Company completed its acquisition of NIA, including all of the issued and outstanding shares of capital stock of NIA as well as certain assets held by Magellan Health, Inc. (“Magellan”) and certain of its subsidiaries that were used in the Magellan Specialty Health division. NIA is a specialty benefit management organization that focuses on managing cost and quality in the areas of radiology, musculoskeletal, physical medicine and genetics. The transaction is expected to accelerate our strategy to become a leading provider of value-based specialty care solutions as well as diversify our revenue streams with a larger customer portfolio. Total acquisition consideration, net of cash on hand and certain closing adjustments, was $715.7 million, based on the closing price of the Company’s Class A common stock on the NYSE on January 20, 2023. The acquisition consideration consisted of approximately $387.8 million of cash consideration (inclusive of certain post-closing adjustments), 8.5 million shares of the Company’s Class A common stock, fair valued at $261.3 million as of January 20, 2023, and an earn-out consisting of additional consideration of up to $150.0 million payable in cash and, at the Company’s election, up to 50% in shares of the Company’s Class A common stock (the “Contingent Consideration”). As of January 20, 2023, the Contingent Consideration was fair valued at $66.6 million. See Note 19 for additional information regarding the fair value determination of the earn-out consideration. The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of January 20, 2023, as follows (in thousands): Purchase consideration: Cash $ 387,823 Fair value of Class A common stock issued 261,271 Fair value of contingent consideration 66,600 Total consideration $ 715,694 Tangible assets acquired: Accounts receivable $ 28,065 Prepaid expenses and other current assets 675 Total tangible assets acquired 28,740 Identifiable intangible assets acquired: Customer relationships 345,100 Technology 50,700 Corporate trade name 8,200 Total identifiable intangible assets acquired 404,000 Liabilities assumed: Accrued liabilities 5,409 Accrued compensation and employee benefits 6,173 Deferred tax liabilities, net 100,486 Deferred revenue 142 Total liabilities assumed 112,210 Goodwill (1) 395,164 Net assets acquired $ 715,694 ———————— (1) Goodwill acquired does not include $1.0 million of measurement period adjustments or of $2.4 million in reductions due to goodwill disposals. See Note 9 for additional information. The fair value of the receivables acquired, as shown in the table above, approximates the gross contractual amounts and is expected to be collectible in full. Identifiable intangible assets associated with customer relationships, technology and the corporate trade name will be amortized on a straight-line basis over their preliminary estimated useful lives of 15 years, 5 years, and 2 years, respectively. The customer relationships are primarily attributable to existing contracts with current customers. The technology consists primarily of proprietary software that supports NIA’s core business applications and specialty business. The corporate trade name reflects the value that we believe the NIA brand name carries in the market however do to organization changes we will retire the NIA trade name by December 2024. The fair value of the intangible assets was determined using the income approach and the relief from royalty approach. The income approach estimates fair value for an asset based on the present value of cash flows projected to be generated by the asset. Projected cash flows are discounted at a required rate of return that reflects the relative risk of achieving the cash flows and the time value of money. The relief from royalty approach estimates the fair value of an asset by calculating how much an entity would have to spend to lease a similar asset. Goodwill is calculated as the difference between the acquisition date fair value of the total consideration and the fair value of the net assets acquired and represents the future economic benefits that we expect to achieve as a result of the acquisition. The Company received carryover tax basis in the assets and liabilities acquired; accordingly, the Company recognized net deferred tax liabilities associated with the difference between the book basis and the tax basis for the assets and liabilities acquired. The goodwill is not deductible for tax purposes. Additionally, a tax benefit of $56.1 million was recorded in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2023, to account for the valuation allowance release primarily related to the acquired intangible assets, which resulted in a deferred tax liability that provided a source of income supporting realization of other deferred tax assets. The amounts above reflect management’s preliminary estimate of the fair value of the tangible and intangible assets acquired and liabilities assumed. Subsequent to December 31, 2023, we finalized the determination of fair values allocated to the acquired intangible assets and deferred tax liability. We have included the financial results of NIA in our consolidated financial statements from January 20, 2023. The consolidated statements of operations and comprehensive income (loss) include $242.1 million of revenues and $0.1 million of net income attributable to NIA for the year ended December 31, 2023. Implantable Provider Group On August 1, 2022, the Company completed its acquisition of IPG, including 100% of the voting equity interests. IPG is a leader in providing surgical management solutions for musculoskeletal conditions. The transaction is expected to accelerate our strategy to become a leading provider of value-based specialty care solutions as well as diversify our revenue streams with a larger customer portfolio. The transaction is expected to deepen our capabilities, allowing us to cross-sell across customers and enhance our value proposition to partners. Total acquisition consideration, net of cash on hand and certain closing adjustments, was $461.7 million, based on the closing price of the Company’s Class A common stock on the NYSE on August 1, 2022. The acquisition consideration consisted of $256.5 million of cash consideration, 3.7 million shares of Class A common stock, fair valued at $130.2 million as of August 1, 2022, and an earn-out of up to $87.0 million, fair valued at $75.0 million as of August 1, 2022 is payable in cash and/or shares of the Company’s Class A Common Stock, at the Company’s option. See Note 19 for additional information regarding the fair value determination of the earn-out consideration. The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of August 1, 2022, as follows (in thousands): Purchase consideration: Cash $ 256,488 Fair value of Class A common stock issued 130,175 Fair value of contingent consideration 75,000 Total consideration $ 461,663 Tangible assets acquired: Accounts receivable 34,155 Prepaid expenses and other current assets 636 Other non-current assets 1,393 Total tangible assets acquired 36,184 Identifiable intangible assets acquired: Customer relationships 154,000 Technology 23,900 Corporate trade name 17,800 Total identifiable intangible assets acquired 195,700 Liabilities assumed: Accounts payable 7,997 Accrued liabilities 8,083 Accrued compensation and employee benefits 423 Deferred tax liabilities, net 48,671 Deferred revenue 321 Operating lease liabilities 1,323 Total liabilities assumed 66,818 Goodwill 296,597 Net assets acquired $ 461,663 The fair value of the receivables acquired, as shown in the table above, approximates the gross contractual amounts and is expected to be collectible in full. Identifiable intangible assets associated with customer relationships, technology and the corporate trade name will be amortized on a straight-line basis over their preliminary estimated useful lives of 20 years, 5 years, and 15 years, respectively. The customer relationships are primarily attributable to existing contracts with current customers. The technology consists primarily of a proprietary customer relationship management and analytics platform that supports reporting to payers with respect to medical device pricing and associated analytics. The corporate trade name reflects the value that we believe the IPG brand name carries in the market. The fair value of the intangible assets was determined using the income approach and the relief from royalty approach. The income approach estimates fair value for an asset based on the present value of cash flows projected to be generated by the asset. Projected cash flows are discounted at a required rate of return that reflects the relative risk of achieving the cash flows and the time value of money. The relief from royalty approach estimates the fair value of an asset by calculating how much an entity would have to spend to lease a similar asset. Goodwill is calculated as the difference between the acquisition date fair value of the total consideration and the fair value of the net assets acquired and represents the future economic benefits that we expect to achieve as a result of the acquisition. The Company received carryover tax basis in the assets and liabilities acquired; accordingly, the Company recognized net deferred tax liabilities associated with the difference between the book basis and the tax basis for the assets and liabilities acquired. The goodwill is not deductible for tax purposes. Additionally, a tax benefit of $46.8 million was recorded in the consolidated statements of operations and comprehensive income (loss) for the year December 31, 2022, to account for the valuation allowance release primarily related to the acquired intangible assets, which resulted in a deferred tax liability that provided a source of income supporting realization of other deferred tax assets. Pro forma financial information (unaudited) The following unaudited condensed pro forma information presents combined financial information as if the acquisition of NIA had been effective as of January 1, 2021, the beginning of the 2021 fiscal year. The unaudited pro forma financial information includes adjustments to historical amounts including amortization of acquired intangible assets, depreciation of acquired property and equipment, interest expense for the financing of the transaction, alignment of NIA’s revenue recognition policy, and the associated income tax effects as if NIA had been included in the Company’s results of operations. This pro forma data is presented for informational purposes only and does not purport to be indicative of the results of future operations or of the results that would have occurred had the transactions described above occurred in the specified prior periods. The pro forma adjustments are based on available information and assumptions that the Company believes are reasonable to reflect the impact of these transactions on the Company’s historical financial information on a pro forma basis (in thousands). For the Year Ended December 31, 2023 2022 2021 Revenue $ 1,975,321 $ 1,607,311 $ 1,135,126 Net loss attributable to common shareholders of Evolent Health, Inc. (137,210) (76,406) (103,442) Pro forma financial information has not been presented for the IPG acquisition as the impact to the Company’s consolidated financial statements was not material. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On January 11, 2021, Evolent Health LLC, EH Holdings and True Health, each wholly owned subsidiaries of the Company, entered into a Stock Purchase Agreement (the “True Health SPA”) with Bright Health Management, Inc. (“Bright HealthCare”), pursuant to which EH Holdings agreed to sell all of its equity interests in True Health to Bright HealthCare. Closing of the transactions contemplated by the True Health SPA occurred on March 31, 2021 (the “True Health Closing”) and the Company has had no continuing involvement with True Health subsequent to the closing except a pre-existing services agreement for claims processing and other health plan administrative functions. As of the first quarter of 2021, the Company determined that True Health met the discontinued operations criteria under ASC 205, and as such, True Health assets and liabilities and the results of operations for all periods presented are classified as discontinued operations and are not included in continuing operations in the consolidated financial statements. The following table summarizes the results of operations of the Company’s True Health business, which are included in loss from discontinued operations in the consolidated statements of operations and comprehensive income (loss): For the Year Ended December 31, 2021 Revenue Platform and operations $ 38 Premiums 44,795 Total revenue 44,833 Expenses Cost of revenue (exclusive of depreciation and amortization expenses presented separately below) (1) 5,885 Claims expenses 33,954 Selling, general and administrative expenses (2) 5,764 Depreciation and amortization expenses 160 Total operating expenses 45,763 Operating loss (930) Interest income 112 Interest expense (4) Other loss (25) Loss before income taxes and non-controlling interests (847) Provision for income taxes (326) Net loss $ (521) ———————— (1) Cost of revenue includes intercompany expenses between the Company and True Health that are recorded in loss from continuing operations in the consolidated statements of operations and comprehensive income (loss) related to an existing services agreement for claims processing and other health plan administrative functions of $2.8 million for the year ended December 31, 2021. (2) Selling, general and administrative expenses include intercompany expenses between the Company and True Health that are recorded in loss from continuing operations on the consolidated statements of operations and comprehensive income (loss) related to an existing services agreement for claims processing and other health plan administrative functions of $1.1 million for the year ended December 31, 2021. The consolidated statements of cash flows for all periods have not been adjusted to separately disclose cash flows related to discontinued operations. Cash flows related to the True Health business were as follows: For the Year Ended December 31, 2021 Cash flows provided by operating activities $ 5,002 Cash flows (used in) provided by investing activities (2,494) |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Our revenue contracts are typically multi-year arrangements with customers to provide solutions designed to lower the medical expenses of our partners and include our total cost of care management and specialty care management services solutions, provide comprehensive health plan operations and claims processing services, and also include transition or run-out services to customers. Our performance obligation in these arrangements is to provide an integrated suite of services, including access to our platform that is customized to meet the specialized needs of our partners and providers. Generally, we will apply the series guidance to the performance obligation as we have determined that each time increment is distinct. We primarily utilize a variable fee structure for these services that typically includes a monthly payment that is calculated based on a specified per member per month rate, multiplied by the number of members that our partners are managing under a value-based care arrangement or a percentage of plan premiums. Our arrangements may also include other variable fees related to service level agreements, shared medical savings arrangements and other performance measures. Variable consideration is estimated using the most likely amount based on our historical experience and best judgment at the time. Due to the nature of our arrangements, certain estimates may be constrained if it is probable that a significant reversal of revenue will occur when the uncertainty is resolved. We recognize revenue over time using the time elapsed output method. Fixed consideration is recognized ratably over the contract term. In accordance with the series guidance, we allocate variable consideration to the period to which the fees relate. Our revenue includes certain services which are billed on a per-case basis. Contracts with Multiple Performance Obligations Our contracts with customers may contain multiple performance obligations, primarily when the partner has requested both administrative services and other services such as our specialty care management or total cost of care management services as these services are distinct from one another. When a contract has multiple performance obligations, we allocate the transaction price to each performance obligation based on the relative standalone selling price using the expected cost margin approach. This approach requires estimates regarding both the level of effort it will take to satisfy the performance obligation as well as fees that will be received under the variable pricing model. We also take into consideration customer demographics, current market conditions, the scope of services and our overall pricing strategy and objectives when determining the standalone selling price. Principal vs. Agent We use third parties to assist in satisfying our performance obligations. In order to determine whether we are the principal or agent in the arrangement, we review each third-party relationship on a contract-by-contract basis. As we integrate goods and services provided by third parties into our overall service, we control the services provided to the customer prior to its delivery. As such, we are the principal and we will recognize revenue on a gross basis. In certain cases, we do not control the services from third parties before it is delivered to the customer, thereby recognizing revenue on a net basis. Disaggregation of Revenue The following table represents Evolent’s revenue disaggregated by end-market and product type (in thousands): For the Year Ended December 31, 2023 2022 2021 Medicaid $ 785,053 $ 559,362 $ 421,069 Medicare 708,853 458,413 407,331 Commercial and other 469,990 334,238 79,557 Total $ 1,963,896 $ 1,352,013 $ 907,957 Performance Suite $ 1,214,661 $ 808,642 $ 550,959 Specialty Technology and Services Suite 296,366 51,898 42,501 Administrative Services 296,244 407,523 309,803 Cases 156,625 83,950 4,694 Total $ 1,963,896 $ 1,352,013 $ 907,957 Transaction Price Allocated to the Remaining Performance Obligations For contracts with a term greater than one year, we have allocated approximately $44.7 million of transaction price to performance obligations that are unsatisfied as of December 31, 2023. We do not include variable consideration that is allocated entirely to a wholly unsatisfied performance obligation accounted for under the series guidance in the calculation. As a result, the balance represents the value of the fixed consideration in our long-term contracts that we expect will be recognized as revenue in a future period and excludes the majority of our revenue, which is primarily derived based on variable consideration as discussed in Note 2. We expect to recognize revenue on approximately 58% and 100% of these remaining performance obligations by December 31, 2024 and 2025, respectively. However, because our existing contracts may be canceled or renegotiated including for reasons outside our control, the amount of revenue that we actually receive may be more or less than this estimate and the timing of recognition may not be as expected. Contract Balances Contract balances consist of accounts receivable, contract assets and deferred revenue. Contract assets are recorded when the right to consideration for services is conditional on something other than the passage of time. Contract assets relating to unbilled receivables are transferred to accounts receivable when the right to consideration becomes unconditional. We classify contract assets as current or non-current based on the timing of our rights to the unconditional payments. Our contract assets are generally classified as current and recorded within prepaid expenses and other current assets on our consolidated balance sheets. Our current accounts receivables are classified within accounts receivable, net on our consolidated balance sheets and our non-current accounts receivable are classified within prepaid expenses and other non-current assets on our consolidated balance sheets. Deferred revenue includes advance customer payments and billings in excess of revenue recognized. We classify deferred revenue as current or non-current based on the timing of when we expect to recognize revenue. Our current deferred revenue is recorded within deferred revenue on our consolidated balance sheets and non-current deferred revenue is recorded within other long-term liabilities on our consolidated balance sheets. The following table provides information about receivables, contract assets and deferred revenue from contracts with customers as of December 31, 2023 and December 31, 2022 (in thousands): December 31, 2023 2022 Short-term receivables (1) $ 446,220 $ 246,209 Short-term deferred revenue 5,976 5,758 Long-term deferred revenue 1,173 2,533 ———————— (1) Excludes pharmacy claims receivable and premiums receivable. Changes in deferred revenue for the year ended December 31, 2023, are as follows (in thousands): Deferred revenue Balance as of beginning-of-period $ 8,291 Reclassification to revenue, as a result of performance obligations satisfied (5,742) Cash received in advance of satisfaction of performance obligations 4,600 Balance as of end of period $ 7,149 The amount of revenue, excluding customer discounts of $6.3 million and $1.3 million for the years ended December 31, 2023 and 2022, respectively, recognized from performance obligations satisfied (or partially satisfied) in a previous period was $37.2 million, $36.3 million and $28.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, due primarily to net gain share as well as changes in other estimates. Contract Cost Assets Certain bonuses and commissions earned by our sales team are considered incremental costs of obtaining a contract with a customer that we expect to be recoverable. The capitalized contract acquisition costs are classified as non-current assets and recorded within contract cost assets on our consolidated balance sheets. Amortization expense is recorded within selling, general and administrative expenses on the accompanying consolidated statements of operations and comprehensive income (loss). As of December 31, 2023 and 2022, the Company had $2.8 million and $3.4 million, respectively, of contract acquisition cost assets, net of accumulated amortization recorded in contract cost assets on the consolidated balance sheets. In addition, the Company recorded amortization expense of $1.8 million, $3.0 million and $1.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. In our revenue contracts, we incur certain costs related to the implementation of our platform before we begin to satisfy our performance obligation to the customer. The costs, which we expect to recover, are considered costs to fulfill a contract. Our contract fulfillment costs primarily include our employee labor costs and third-party vendor costs. The capitalized contract fulfillment costs are classified as non-current and recorded within contract cost assets on our consolidated balance sheets. Amortization expense is recorded within cost of revenue on the accompanying consolidated statements of operations and comprehensive income (loss). As of December 31, 2023 and 2022, the Company had $9.3 million and $14.1 million, respectively, of contract fulfillment cost assets, net of accumulated amortization recorded in contract cost assets on the consolidated balance sheets. In addition, the Company recorded amortization expense including the acceleration of amortization of contract costs for certain customers of $9.2 million, $20.1 million and $11.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. These costs are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be the shorter of the contract term or five years. The period of benefit is based on our technology, the nature of our partner arrangements and other factors. |
Credit Losses
Credit Losses | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
Credit Losses | Credit Losses We are exposed to credit losses primarily through our accounts receivable from revenue transactions, investments held at amortized cost and other notes receivable. We estimate expected credit losses based on past events, current conditions and reasonable and supportable forecasts. Expected credit losses are measured over the remaining contractual life of these assets. As part of our consideration of current and forward-looking economic conditions, current inflationary pressures on our customers’ and other third parties’ ability to pay, we did observe notable increases in delinquencies with certain partners’ mainly due to timing of payments which resulted in a higher provision for credit losses of during the year ended December 31, 2023. Accounts Receivable from Revenue Transactions Accounts receivable represent the amounts owed to the Company for goods or services provided to customers or third parties. Current accounts receivables are classified within accounts receivable, net on the Company’s consolidated balance sheets, while non-current accounts receivables are classified within prepaid expenses and other noncurrent assets on the Company’s consolidated balance sheets. We monitor our ongoing credit exposure through active review of counterparty balances against contract terms, due dates and business strategy. Our activities include timely account reconciliation, dispute resolution and payment confirmation. In addition, the Company will establish a general reserve based on delinquency rates. Historical loss rates are determined for each delinquency bucket in 30-day past-due intervals and then applied to the composition of the reporting date balance based on delinquency. The allowance implied from application of the historical loss rates is then adjusted, as necessary, for current conditions and reasonable and supportable forecasts. Based on an aging analysis of our trade accounts receivable, non-trade accounts receivable and contract assets as of December 31, 2023, 54% were current, 17% were past due less than 60 days, with 26% past due less than 120 days and at December 31, 2022, 67% was current, 21% was past due less than 60 days, with 29% past due less than 120 days. As of December 31, 2023 and 2022, in total we reported on the consolidated balance sheet $472.4 million and $269.1 million of accounts receivable, certain non-trade accounts receivable included in prepaid expenses and other current assets, net of allowances of $16.4 million and $10.2 million, respectively. The following table summarizes the changes in allowance for credit losses on our accounts receivables, certain non-trade accounts receivable and contract assets (in thousands): For the Year Ended December 31, 2023 2022 Balance as of beginning of period $ (10,180) $ (3,374) Acquisitions (240) (5,269) Provision for credit losses (10,773) (2,740) Charge-offs (1) 4,832 1,203 Balance as of end of period $ (16,361) $ (10,180) ———————— (1) Charge offs for the years ended December 31, 2023 and 2022 are due primarily to balances written-off that were previously fully reserved at IPG. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net The following summarizes our property and equipment (in thousands): December 31, 2023 2022 Computer hardware $ 21,501 $ 30,092 Furniture and equipment 1,297 4,214 Internal-use software development costs 212,913 189,119 Leasehold improvements 1,052 14,926 Total property and equipment 236,763 238,351 Accumulated depreciation and amortization expenses (158,569) (150,477) Total property and equipment, net $ 78,194 $ 87,874 The Company capitalized $23.8 million, $29.5 million and $22.5 million for the years ended December 31, 2023, 2022 and 2021, respectively, of internal-use software development costs. The net book value of capitalized internal-use software development costs was $70.9 million and $73.7 million as of December 31, 2023 and 2022, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net Goodwill Goodwill has an estimated indefinite life and is not amortized; rather, it is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Our annual goodwill impairment review occurs on October 31 of each fiscal year. We evaluate qualitative factors that could cause us to believe the estimated fair value of our reporting unit may be lower than the carrying value and trigger a quantitative assessment, including, but not limited to (i) macroeconomic conditions, (ii) industry and market considerations, (iii) our overall financial performance, including an analysis of our current and projected cash flows, revenues and earnings, (iv) a sustained decrease in share price and (v) other relevant entity-specific events including changes in management, strategy, partners, or litigation. 2023 Goodwill Impairment Test On October 31, 2023, the Company performed its annual goodwill impairment review for fiscal year 2023. In addition, the Company underwent organizational changes which required a reassessment of reporting units. As a result, the Company determined it has one reporting unit due to the economic similarity of the services provided to our partners. Based on our qualitative assessment, we did not identify sufficient indicators of impairment that would suggest the fair value of our reporting unit was below its respective carrying values. As a result, a quantitative goodwill impairment analysis was not required. 2022 Goodwill Impairment Test On October 31, 2022, the Company performed its annual goodwill impairment test for fiscal year 2022. As a result of Bright HealthCare announcing its plan to exit its Individual and Family Plans line of business in 2023, thus negatively impacting the Company’s future revenues from such partner, the Company elected to forego the qualitative assessment and proceeded directly to the quantitative assessment of the goodwill impairment test for that specific reporting unit. In doing so, we estimated the fair value of the reporting unit by considering an income approach. In determining the estimated fair value using the income approach, we projected future cash flows based on management’s estimates and long-term plans and applied a discount rate based on the Company’s weighted average cost of capital. This analysis required us to make judgments about revenues, expenses, fixed asset and working capital requirements, capital market assumptions, cash flows and discount rates. The quantitative analysis of that reporting unit showed that the fair value exceeded the carrying value. Contracts with our customers may be cancelled or renegotiated and future revenue growth is dependent on winning new contracts. Further, the impairment analysis is particularly sensitive to changes in the projected revenue growth rates and expenses and the discount rate. Changes in these key assumptions such as a significant unfavorable change to our forecasted cash flows due to being unsuccessful in winning certain contracts or certain of our contracts being cancelled or renegotiated by our customers, could result in a revision of management’s estimates and could result in impairment charges in the future, which could be material to our results of operations. We will continue to monitor for such changes in facts or circumstances, which may be indicators of potential impairment triggers. For the remaining reporting units, after assessing the totality of events and circumstances including the results of our previous valuations, no events occurred or circumstances changed during the period under consideration that would, more likely than not, reduce the fair value of any reporting unit below their carrying amount. Therefore, the Company concluded that the quantitative assessment was not required. For all reporting units, it was determined that as of October 31, 2022, no impairment of goodwill had occurred. Change in Goodwill The following table summarizes the changes in the carrying amount of goodwill, for the periods presented (in thousands): Balance as of December 31, 2021 $ 426,297 Goodwill acquired (1) 296,597 Foreign currency translation (120) Balance as of December 31, 2022 722,774 Goodwill acquired (1) 395,164 Measurement period adjustments 971 Goodwill disposal (2) (2,363) Foreign currency translation (4) Balance as of December 31, 2023 $ 1,116,542 ———————— (1) Goodwill acquired from the addition of NIA in January 2023 and IPG in August 2022. (2) Goodwill written-off upon disposal of non-strategic assets. Intangible Assets, Net Details of our intangible assets (in thousands, except weighted-average useful lives) are presented below: December 31, 2023 December 31, 2022 Weighted- Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted- Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Value Corporate trade name 1.0 $ 51,965 $ 30,288 $ 21,677 12.7 $ 43,600 $ 11,726 $ 31,874 Customer relationships 14.5 806,668 139,150 667,518 15.8 465,019 92,760 372,259 Technology 3.8 162,015 101,566 60,449 2.7 111,822 80,255 31,567 Below market lease, net 0.0 1,218 1,218 — 0.3 1,218 1,151 67 Provider network contracts 1.1 18,054 15,689 2,365 1.3 18,851 11,834 7,017 Total intangible assets, net $ 1,039,920 $ 287,911 $ 752,009 $ 640,510 $ 197,726 $ 442,784 Amortization expense related to intangible assets was $91.0 million, $35.2 million and $29.4 million for the years ended December 31, 2023, 2022 and 2021, respectively, excluding $0.2 million of amortization expense related to discontinued operations for the year ended December 31, 2021. Future estimated amortization of intangible assets (in thousands) as of December 31, 2023, is as follows: 2024 $ 86,903 2025 63,360 2026 62,939 2027 60,198 2028 47,751 Thereafter 430,858 Total future amortization of intangible assets $ 752,009 As part of the organizational changes as a result of growth in our value-based specialty care business, we will sunset several corporate trade names and replace them with Evolent signifying our adoption and launch of a unified brand. As a result, we accelerated amortization such that all corporate trade names will be fully amortized by December 2024. Intangible assets are reviewed for impairment if circumstances indicate the Company may not be able to recover the assets’ carrying value. We did not identify any circumstances during the years ended December 31, 2023, 2022 and 2021, that would require an impairment test for our intangible assets. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Terms of Convertible Senior Notes The Company issued $117.1 million aggregate principal amount of its 3.50% Convertible Senior Notes due 2024 in August 2020 (the “2024 Notes”) in privately negotiated exchange and/or subscription agreements, $172.5 million aggregate principal amount of its 1.50% Convertible Senior Notes due 2025 in October 2018 (the “2025 Notes”) in private placements to qualified institutional buyers within the meaning of Rule 144A under the Securities Act and $402.5 million aggregate principal amount of its 3.50% Convertible Senior Notes due 2029 in December 2023 (the “2029 Notes,” and together with the 2024 Notes and 2025 Notes, the “Convertible Senior Notes”), in private placements to qualified institutional buyers within the meaning of Rule 144A under the Securities Act. All 2025 Notes and 2029 Notes will mature on the date in the table below, unless earlier repurchased, redeemed or converted in accordance with their respective terms prior to such date. As of October 13, 2023, no 2024 Notes remained outstanding. The Convertible Senior Notes are recorded on our accompanying consolidated balance sheets at their net carrying values. All of our Convertible Senior Notes also have embedded conversion options and contingent interest provisions, which have not been recorded as separate financial instruments and their fair values are Level 2 inputs. Refer to Note 19 for additional discussion on the fair value classifications of our Convertible Senior Notes. The 2025 Notes and 2029 Notes are convertible into cash, shares of the Company's Class A common stock, or a combination of cash and shares of the Company's Class A common stock, at the Company's election, based on an initial conversion rate of Class A common stock per $1,000 principal amount of the 2025 Notes and 2029 Notes, which is equivalent to an initial conversion price of the Company’s Class A common stock. In the aggregate, the 2025 Notes and 2029 Notes are initially convertible into 20.3 million shares of the Company’s Class A common stock (excluding any shares issuable by the Company upon a conversion in connection with a make-whole provision upon a fundamental change or a notice of redemption under the governing indenture). The conversion rate may be adjusted under certain circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash or shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election. The following table summarizes the terms of our Convertible Senior Notes as of December 31,2023 (in thousands, except per share conversion rates and prices): 2025 Notes 2029 Notes Aggregate principal amount at issuance $ 172,500 $ 402,500 Interest rate per annum 1.5 % 3.5 % Debt issuance costs $ 5,929 $ 11,598 Net proceeds $ 166,571 $ 390,902 Issuance date October 22, 2018 December 8, 2023 Maturity date October 15, 2025 December 1, 2029 Interest payment dates (1) April 15 and October 15 June 1 and December 1 Initial conversion rate per $1,000 of principal $ 29.9135 $ 26.3125 Initial conversion price $ 33.43 $ 38.00 Initial shares upon conversion (2) 5,160 15,092 Carrying value $ 170,171 $ 391,024 Unamortized debt discount and issuance costs 2,329 11,476 Outstanding principal $ 172,500 $ 402,500 Remaining amortization period (years) 1.8 5.9 Fair value (3) $ 197,226 $ 476,717 ———————— (1) Holders of the Convertible Senior Notes are entitled to cash payments, which are payable semiannually in arrears on the dates indicated above. (2) Measured in shares of the Company’s Class A common stock and represents the number of shares of the Company’s Class A common stock that the Convertible Senior Notes are initially convertible into. Upon conversion, the Company will pay or deliver, as the case may be, cash or shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election. (3) Fair values for notes are derived from available trading prices closest to the respective balance sheet date. Holders of the 2025 Notes and 2029 Notes may require the Company to repurchase all or part of their notes upon the occurrence of a fundamental change at a price equal to 100.0% of the principal amount of the notes being repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Company may redeem for cash all or any portion of the 2025 Notes, at its option if the last reported sale price of the Company’s Class A common stock has been at least 130.0% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100.0% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to the close of business on the business day immediately preceding April 15, 2025, the 2025 Notes will be convertible at the option of the holders only upon the satisfaction of certain conditions. At any time on or after April 15, 2025, until the close of business on the business day immediately preceding the maturity date, holders of the 2025 Notes may convert, at their option, all or any portion of their 2025 Notes at the conversion rate. The Company may not redeem the 2029 Notes prior to December 6, 2026. The Company may redeem for cash all or any portion of the 2029 Notes, at its option, on or after December 6, 2026, if the last reported sale price of the Company’s Class A common stock has been at least 130.0% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100.0% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to the close of business on the business day immediately preceding September 1, 2029, the 2029 Notes will be convertible at the option of the holders only upon the satisfaction of certain conditions. At any time on or after September 1, 2029, until the close of business on the business day immediately preceding the maturity date, holders of the 2029 Notes may convert, at their option, all or any portion of their 2029 Notes at the conversion rate. 2024 Notes Exchange and Redemption On August 11, 2022, the Company entered into exchange agreements with certain holders of the 2024 Notes. Pursuant to the agreements, these holders exchanged $92.8 million in aggregate principal amount of such notes for shares of the Company’s Class A common stock. On August 17 and 18, 2022, the Company consummated the exchanges and issued an aggregate of 5,394,165 shares of Class A common stock to the holders. The August 2022 exchanges of the 2024 Notes for Class A common stock resulted in a $10.2 million loss on extinguishment/repayment of debt, net, on the consolidated statements of operations and comprehensive income (loss). On August 2, 2023, the Company issued a notice of redemption to the holders of its outstanding 2024 Notes, pursuant to which it redeemed the outstanding 2024 Notes for cash at a price of 100% of the principal amount of the 2024 Notes, plus accrued and unpaid interest, if any, on October 13, 2023 (the “Redemption Date”). Prior to the Redemption Date, holders of the 2024 Notes were entitled to convert to shares of the Company’s Class A Common Stock at a rate of 55.6153 shares per $1,000 principal amount of 2024 Notes. During the year ended December 31, 2023, holders of the 2024 Notes converted $23.3 million in aggregate principal amount of such notes to 1.3 million shares of the Company’s Class A common stock and the Company repaid the remaining $1.0 million balance in cash, satisfying all of the Company’s remaining payment obligations under the 2024 Notes on the Redemption Date. 2029 Notes Issuance In December 2023, the Company issued $402.5 million aggregate principal amount of its 2029 Notes in a private placement to qualified institutional buyers within the meaning of Rule 144A of the Securities Act. The 2029 Notes were issued at an issue price of 100.00% of par for net proceeds of approximately $390.9 million, after deducting fees and estimated expenses. We incurred $11.6 million of debt issuance costs in connection with the 2029 Notes. The Company used the net proceeds to prepay interest and prepayment premiums on outstanding borrowings and pay interest and prepayment premiums under its Term Loan Facility. 2022 Credit Agreement On August 1, 2022 (the “IPG Closing Date”), the Company entered into a credit agreement, by and among the Company, Evolent Health LLC, as the borrower (the “ Borrower”), certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, and Ares Capital Corporation (“Ares”), as administrative agent, collateral agent and revolver agent (the “Existing Credit Agreement” and as modified by the Amendment (defined below), the “Credit Agreement”), pursuant to which the lenders agreed to extend credit to the Borrower in the form of (i) initial term loans in an aggregate principal amount of $175.0 million (the “Initial Term Loan Facility”) and (ii) revolving credit commitments in an aggregate principal amount of $50.0 million (the “Initial Revolving Facility”), the availability of which shall be determined by reference to the lesser of $50.0 million and a borrowing base calculation. The Borrowers borrowed full amount under the Initial Term Loan Facility and the Initial Revolving Facility on the IPG Closing Date. A closing fee of (a) 2.00% of the aggregate amount of the commitments in respect of the Initial Term Loan Facility and (b) 2.00% of the aggregate amount of the commitments in respect of the Initial Revolving Facility was paid as of the IPG Closing Date. On January 20, 2023, (“the NIA Closing Date”), the Company entered into Amendment No. 1 to the Credit Agreement (the “Amendment”), pursuant to which the lenders agreed to extend credit to the Borrower in the form of (i) additional revolving commitments in an aggregate principal amount equal to $25.0 million (the “Incremental Revolving Facility” and together with the Initial Revolving Facility, the Revolving Facility”), and (ii) additional term loans in an aggregate principal amount equal to $240.0 million, (the “Incremental Term Loan Facility” and together with the Initial Term Loan Facility, the “Term Loan Facility”; the Revolving Facility and the Term Loan Facility are collectively referred to herein as the “Credit Facilities”). The Borrowers borrowed the full amount under the Incremental Term Loan Facility and the Incremental Revolving Facility on the NIA Closing Date to finance, together with the proceeds from the sale of the Series A Preferred Stock, the cash consideration payable in connection with the NIA acquisition on the NIA Closing Date and pay transaction fees and expenses. A closing fee of (a) 3.00% of the aggregate amount of the commitments in respect of the Incremental Term Loan Facility and (b) 3.00% of the aggregate amount of the commitments in respect of the Incremental Revolving Facility was paid as of the NIA Closing Date. On December 5, 2023, the Company entered into Amendment No. 2 to the Credit Agreement pursuant to which the lenders agreed to certain mechanical changes necessary to permit issuance by the Company of additional unsecured convertible notes. The Credit Facilities are guaranteed by the Company and the Company’s domestic subsidiaries, subject to certain customary exceptions. The Credit Facilities are secured by a first priority security interest in all of the capital stock of each borrower and guarantor (other than the Company) and substantially all of the assets of each borrower and guarantor, subject to certain customary exceptions. All loans under the Credit Facilities will mature on the date that is the earliest of (a) the sixth anniversary of the NIA Closing Date, (b) the date on which the commitments are voluntarily terminated pursuant to the terms of the Credit Agreement, (c) the date on which all amounts outstanding under the Credit Agreement have been declared or have automatically become due and payable under the terms of the Credit Agreement and (d) the date that is ninety-one (91) days prior to the maturity date of any Junior Debt (as defined in the Existing Credit Agreement) unless certain liquidity conditions are satisfied. The interest rate for the Loans is calculated, at the option of the Borrowers, (a) in the case of the Term Loan Facility, at either the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus 6.00%, or the base rate plus 5.00% and (b) in the case of the Revolving Facility, at either the Adjusted Term SOFR Rate plus 4.00%, or the base rate plus 3.00%. Amounts outstanding under the Credit Facilities may be prepaid at the option of the Company, subject to the following prepayment premium (the “Prepayment Premium”) (subject to certain thresholds and carve outs): (1) 3.00% of the principal amount so prepaid after the NIA Closing Date but prior to the first anniversary of the NIA Closing Date; (2) 2.00% of the principal amount so prepaid after the first anniversary of the closing but prior to the second anniversary of the NIA Closing Date; (3) 1.00% of the principal amount so prepaid after the second anniversary of the NIA Closing Date but prior to the third anniversary of the NIA Closing Date; and (4) 0.00% of the principal amount so prepaid on or after the third anniversary of the NIA Closing Date. Amounts outstanding under the Credit Facility are subject to mandatory prepayment upon the occurrence of certain events and conditions, including non-ordinary course asset dispositions, receipt of certain casualty proceeds, issuances of certain debt obligations and a change of control transaction, in each case, subject to application of the Prepayment Premium. The Prepayment Premium is also applicable upon any voluntary prepayment of the Term Loan Facility and any voluntary reduction or termination in the Revolving Facility. The Borrowers will pay an unused line fee equal to 0.50% times the result of (i) the aggregate amount of the Revolving Facility, less (ii) the average Revolving Facility usage during the immediately preceding month (or portion thereof), which fee shall be due and payable quarterly in arrears, on the first day of each calendar quarter from and after the IPG Closing Date and on the date on which (X) the Credit Facilities are paid in full in cash and (y) the Revolving Facility is otherwise terminated in accordance with the terms of the Credit Agreement. The Credit Facilities contain customary borrowing conditions, affirmative, negative and reporting covenants, representations and warranties, and events of default, including cross-defaults to other material indebtedness. If an event of default occurs, the lenders would be entitled to take enforcement action, including foreclosure on collateral and acceleration of amounts owed under the Loans. We incurred $14.6 million of debt issuance costs in connection with the Loans, which was included in long-term debt, net of discount on our consolidated balance sheets and amortized into interest expense over the life of the Credit Agreement. During the year ended December 31, 2023, the Company prepaid $37.5 million under the Revolving Facility and $415.0 million of the Term Loan Facility that was utilized to acquire IPG and NIA. The total amount paid to Ares under the Credit Agreement in connection with the prepayment was $434.8 million, which included $415.0 million of principal, $9.1 million in accrued interest and $10.7 million in prepayment premium. As of December 31, 2023, there is $37.5 million outstanding under the Company’s Revolving Facility. Interest Expense Interest expense and amortization of debt issuance costs activity during the years ended December 31, 2023, 2022 and 2021, respectively were as follows (in thousands): For the Year Ended December 31, 2023 2022 2021 2029 Notes Interest expense $ 900 $ — $ — Amortization of debt issuance costs 122 — — Interest expense for 2029 Notes $ 1,022 $ — $ — 2022 Credit Agreement Interest expense $ 46,538 $ 7,939 $ — Amortization of debt issuance costs 2,256 433 — Interest expense for 2022 Credit Agreement $ 48,794 $ 8,372 $ — 2024 Notes Interest expense $ 367 $ 2,743 $ 4,097 Amortization of debt issuance costs 148 592 7,899 Interest expense for 2024 Notes $ 515 $ 3,335 $ 11,996 2025 Notes Interest expense $ 2,588 $ 2,588 $ 2,632 Amortization of debt issuance costs 1,286 1,277 9,966 Interest expense for 2025 Notes $ 3,874 $ 3,865 $ 12,598 2019 Credit Agreement Interest expense $ — $ — $ 161 Amortization of debt issuance costs — — — Interest expense for 2019 Credit Agreement $ — $ — $ 161 2021 Notes Interest expense $ — $ — $ 490 Amortization of debt issuance costs — — 180 Interest expense for 2021 Notes $ — $ — $ 670 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments Letters of Credit As of December 31, 2023 and 2022, the Company was party to irrevocable standby letters of credit with a bank for $17.9 million and $13.1 million, respectively, for the benefit of regulatory authorities, real estate and risk-sharing agreements. As such, we held $18.4 million and $13.1 million, respectively, in restricted cash and restricted investments as collateral as of December 31, 2023 and 2022, respectively, inclusive of accrued interest. The letters of credit have current expiration dates between May 2024 and December 2025 and will automatically extend without amendment for an additional one-year period and will continue to automatically extend after each one-year term from the expiry date unless the bank elects not to extend beyond the initial or any extended expiry date. Indemnifications The Company’s customer agreements generally include a provision by which the Company agrees to defend its partners against third-party claims (a) for death, bodily injury, or damage to personal property caused by Company negligence or willful misconduct, (b) by former or current Company employees arising from such managed service agreements, (c) for intellectual property infringement under specified conditions and (d) for Company violation of applicable laws, and to indemnify them against any damages and costs awarded in connection with such claims. To date, the Company has not incurred any material costs as a result of such indemnities and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. Guarantees On July 16, 2020, EVH Passport, Evolent Health LLC and Molina Healthcare, Inc. (“Molina”) entered into an Asset Purchase Agreement (the “Molina APA”), which contemplated the sale by EVH Passport to Molina of certain assets, including certain intellectual property rights of EVH Passport and EVH Passport’s rights under the UHC’s Kentucky Medicaid Contract (the “Passport Medicaid Contract”). On September 1, 2020, EVH Passport and Molina consummated the transactions contemplated by the Molina APA (the “Molina Closing”) and the Passport Medicaid Contract was novated to Molina. In connection with the Molina Closing, the Company continued to provide administrative support services relating to the Passport Medicaid Contract to Molina through the end of 2020. Following the Molina Closing, EVH Passport began working with regulatory authorities including the Kentucky Department of Insurance (“KY DOI”) regarding the wind down of its operations throughout 2021, 2022 and a portion of 2023. The wind down process is now complete and on October 10, 2023, the KY DOI approved our application to surrender our certificate of authority. As part of that wind down process, the Company, as the parent of EVH Passport, entered into a guarantee for the benefit of the KY DOI to satisfy any EVH Passport liability or obligation in the event EVH Passport is not able to meet its wind down liabilities or obligations. As of December 31, 2023, no amounts have been funded under this guarantee. UPMC Reseller Agreement The Company and UPMC are parties to a reseller, services and non-competition agreement, dated August 31, 2011, which was amended and restated by the parties on June 27, 2013 (as amended through the date hereof, the “UPMC Reseller Agreement”). Under the terms of the UPMC Reseller Agreement, UPMC has appointed the Company as a non-exclusive reseller of certain services, subject to certain conditions and limitations specified in the UPMC Reseller Agreement. In consideration for the Company’s obligations under the UPMC Reseller Agreement and subject to certain conditions described therein, UPMC has agreed not to sell certain products and services directly to a defined list of 20 of the Company’s customers. Tax Receivables Agreement In connection with the Offering Reorganization, the Company entered into the Tax Receivables Agreement (the “TRA”) with certain of its investors, which provides for the payment by the Company to these investors of 85% of the amount of the tax benefits, if any, that the Company is deemed to realize as a result of increases in our tax basis related to exchanges of Class B common units as well as tax benefits attributable to the future utilization of pre-IPO NOLs. Due to the reduction in the Company’s valuation allowance primarily resulting from deferred tax liabilities established as part of the IPG acquisition in 2022 and the NIA acquisition in 2023, the Company recorded changes in tax receivables agreement liabilities of $62.0 million and $46.0 million for the years ended December 31, 2023 and 2022, respectively, resulting in a total TRA liability of $107.9 million as of December 31, 2023. We will assess the realizability of the deferred tax assets at each reporting period, and a change in our estimate of our liability associated with the tax receivable agreement may result as additional information becomes available, including results of operations in future periods. The total amount of the TRA liability may vary due to changes in federal and state income tax rates and availability of net operating losses. Contingencies Litigation Matters We are engaged from time to time in certain legal disputes arising in the ordinary course of business, including employment claims. When the likelihood of a loss contingency becomes probable and the amount of the loss can be reasonably estimated, we accrue a liability for the loss contingency. We continue to review accruals and adjust them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel, and other relevant information. To the extent new information is obtained, and our views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in our accrued liabilities would be recorded in the period in which such determination is made. On June 8, 2021, a shareholder of the Company filed a derivative action in the Delaware Chancery Court against some current and former Board members and against the Company as a nominal defendant, alleging that the Company’s Board was negligent in its oversight of the Company’s relationship with University Healthcare, Inc d/b/a Passport Health Plan. The case is Lincolnshire Police Pension Fund, derivatively on behalf of Evolent Health, Inc., v. Blackley, Williams, Scott, Holder, Farner, D’Amato, Duffy, Felt, Samet, Hobart, and Payson, and Evolent Health, Inc. (“Derivative Action”). The Company and the Director-Defendants filed a motion to dismiss the complaint on August 27, 2021, and Plaintiffs responded by filing an amended complaint on October 26, 2021. Defendants filed a motion to dismiss the amended complaint on December 17, 2021. Plaintiffs filed a motion to dismiss the case without prejudice, which was granted by the Delaware Chancery Court on January 5, 2023. On April 6, 2023, a shareholder of the Company sent a letter to the Company’s Board (the “Demand”) requesting that the Company’s Board of Directors (the “Board”), among other things, investigate alleged wrongdoing and commence litigation for breach of fiduciary duty against the individuals named as defendants in the Derivative Action. The Board considers it appropriate to investigate, evaluate, and consider the issues and matters raised in the Demand, and are working with outside counsel to do so. On February 15, 2024, the Board, following careful deliberation, responded that it was in the best interests of the Company and its stockholders to refuse to take the actions, including commencing litigation, that were made in the Demand. The Company cannot currently estimate the loss or the range of possible losses it may experience in connection with this request. Credit and Concentration Risk The Company is subject to significant concentrations of credit risk related to cash and cash equivalents and accounts receivable. As of December 31, 2023, approximately 98.6% of our $223.5 million of cash and cash equivalents, restricted cash and restricted investments were held in either bank deposits with FDIC participating banks or overnight sweep accounts invested in money-market funds and approximately 1.4% were held in international banks. While the Company maintains its cash and cash equivalents with financial institutions with high credit ratings, it often maintains these deposits in federally insured financial institutions in excess of federally insured limits. The Company is closely monitoring ongoing events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or other companies in the financial services industry or the financial services industry generally. The Company has not experienced any realized losses on cash and cash equivalents to date; however, no assurances can be provided. The Company is also subject to significant concentration of accounts receivable risk as a substantial portion of our trade accounts receivable is derived from a small number of our partners. The following table summarizes the partners who represented at least 10.0% of our consolidated short-term trade accounts receivable, excluding pharmacy claims receivable and premiums receivable: December 31, 2023 2022 Cook County Health and Hospitals System 46.9% 42.5% Molina Healthcare, Inc. * 12.0% Bright Health Management, Inc. * 11.3% ———————— * Represents less than 10.0% of the respective balance. In addition, the Company is subject to significant concentration of revenue risk as a substantial portion of our revenue is derived from a small number of contractual relationships with our partners. The following table summarizes those partners who represented at least 10.0% of our consolidated revenue: For the Year Ended December 31, 2023 2022 2021 (1) Cook County Health and Hospitals Systems 15.7% 22.4% 28.0% Humana Insurance Company 12.0% * * Molina Healthcare, Inc. 13.5% * * Florida Blue Medicare, Inc. 10.4% 11.5% 14.1% ———————— * Represents less than 10.0% of the respective balance (1) The denominator excludes $44.8 million of True Health premium revenue reclassified to discontinued operations for the year ended December 31, 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company enters into various office space, data center, and equipment lease agreements in conducting its normal business operations. At the inception of any contract, the Company evaluates the agreement to determine whether the contract contains a lease. If the contract contains a lease, the Company then evaluates the term and whether the lease is an operating or finance lease. Most leases include one or more options to renew or may have a termination option. The Company determines whether these options are reasonably certain to be exercised or not at the inception of the lease. In addition, some leases contain escalation clauses. The rent expense is recognized on a straight-line basis in the consolidated statements of operations and comprehensive income (loss) over the term of the lease. Leases with an initial term of 12 months or less are not recorded on our consolidated balance sheets. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Further, the Company treats all lease and non-lease components as a single combined lease component for all classes of underlying assets. The Company also enters into sublease agreements for some of its leased office space. Immaterial rental income attributable to subleases is offset against rent expense over the terms of the respective leases. The Company leases office space and computer and other equipment under operating lease agreements expiring at various dates. Under the lease agreements, in addition to base rent, the Company is generally responsible for operating and maintenance costs and related fees. Several of these agreements include tenant improvement allowances, rent holidays or rent escalation clauses. When such items are included in a lease agreement, we record such items in right-of-use assets and operating lease liabilities on our consolidated balance sheets equal to the difference between rent expense and future minimum lease payments due. The rent expense related to these items is recognized on a straight-line basis over the terms of the leases. Effective January 1, 2024, the Company’s primary office location is in Arlington, Virginia with a lease that expires in December 2030. In connection with various lease agreements, the Company is required to maintain $2.1 million and $2.3 million in letters of credit as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the Company held $2.1 million and $2.3 million in restricted cash and restricted investments on the consolidated balance sheet as collateral for the letters of credit, respectively. During the year ended December 31, 2023, the Company terminated a portion of its Arlington, VA lease effective December 31, 2023 and recognized the impact of a $6.5 million termination penalty in its operating lease liability - current on its consolidated balance sheet. The termination payment will consist of two payments of $3.25 million to be paid on October 1, 2023 and April 1, 2024. Right-of-Use Asset Impairment During the year ended December 31, 2023, the Company decommissioned its Chicago, IL lease and wrote off the associated right-of-use asset, recognizing an impairment charge of $24.1 million in right-of-use assets impairment on the consolidated statements of operations and comprehensive income (loss). The following table summarizes our primary office leases as of December 31, 2023 (in thousands, other than term): Location Lease Termination Term (in years) Future Minimum Lease Commitments Letter of Credit Amount Required Arlington, VA (1) 8.1 $ 11,973 $ 1,579 Edison, NJ 2.3 1,207 222 Makati City, Philippines 4.4 3,014 — Alpharetta, GA 1.8 834 — Pune, India 4.3 2,471 — Brea, CA 3.4 3,315 — ———————— (1) Effective January 29, 2024, the Company entered into a lease at 1812 North Moore Street for its corporate headquarters. The lease has a term of 7.0 years, future minimum lease commitments of $3.3 million and required letter of credit of $0.1 million. The following table summarizes the components of our lease expense (in thousands): For the Year Ended December 31, 2023 2022 2021 Operating lease cost $ 7,984 $ 8,956 $ 12,991 Variable lease cost 6,004 5,682 5,036 Total lease cost $ 13,988 $ 14,638 $ 18,027 Maturity of lease liabilities (in thousands) reflective of our new primary office space lease in Arlington, VA is as follows: Operating lease expense 2024 $ 12,572 2025 9,394 2026 8,561 2027 8,065 2028 6,939 Thereafter 16,033 Total lease payments 61,564 Less: Interest 13,817 Present value of lease liabilities $ 47,747 Our weighted-average discount rate and our weighted remaining lease terms (in years) are as follows: December 31, 2023 2022 2021 Weighted average discount rate 6.40 % 6.36 % 6.38 % Weighted average remaining lease term 6.0 7.8 8.8 |
Convertible Preferred Equity
Convertible Preferred Equity | 12 Months Ended |
Dec. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Equity | Convertible Preferred Equity In connection with the NIA closing, on January 20, 2023, the Company entered into a Securities Purchase Agreement (Series A Convertible Preferred Shares) with the Purchasers listed on Schedule I thereto (the “Securities Purchase Agreement”) pursuant to which the Company offered and sold to the Purchasers an aggregate 175,000 shares of the Series A Preferred Stock, par value $0.01 (the “Series A Preferred Stock”), at a purchase price of $960.00 per share, resulting in total gross proceeds to the Company of $168.0 million. The proceeds from the offer and sale of the Series A Preferred Stock were used, together with the proceeds from the Incremental Revolving Facility and Incremental Term Loan Facility, to finance the cash consideration payable at Closing and pay transaction fees and expenses. The Series A Preferred Stock ranks senior with respect to dividend and liquidation rights to the Company’s Class A common stock, par value $0.01 per share and all future series of the Company’s preferred stock. Each share of Series A Preferred Stock has an initial liquidation preference of $1,000.00 per share. Regular dividends on the Series A Preferred Stock will be paid quarterly in cash in arrears at a rate per annum equal to Adjusted Term SOFR (as defined in the Certificate of Designation of the of the Series A Preferred Stock filed by the Company with the Delaware Secretary of State on January 19, 2023 (the “Certificate of Designation”)) plus 6.00%. The liquidation preference of the Series A Preferred Stock will increase on the last day of each calendar quarter by the amount of any accrued and unpaid regular dividends that have not been paid in cash on the relevant dividend payment date. The regular dividend rate will also increase by 2.0% per annum upon the occurrence and during the continuance of certain triggering events, including a breach of the protective covenants contained in the Investor Rights Agreement or the Company’s failure to pay any regular dividends in cash. Holders of Series A Preferred Stock are also entitled to participate in and receive any dividends declared or paid on the Class A Common Stock on an as-converted basis. Each holder of Series A Preferred Stock has the right, at its option, to convert its shares of Series A Preferred Stock into shares of Class A Common Stock at an initial conversion price per share of $40.00 of the then-current liquidation preference per share, subject to customary anti-dilution adjustments. Holders of Series A Preferred Stock are not entitled to vote on any matters, except as required by law and for certain consent rights set forth in the Certificate of Designation. The Company may not redeem the Series A Preferred Stock at its option prior to January 20, 2025. At any time on or after January 20, 2025, the Company may redeem any or all of the Series A Preferred Stock then outstanding for cash at a redemption price per share equal to 165.00% of the then-current liquidation preference of the Series A Preferred Stock, plus all accrued and unpaid dividends on the Series A Preferred Stock being redeemed. If not earlier redeemed, at any time on or after January 20, 2030, at the request of the holders of a majority of the convertible preferred stock, the Company will redeem all shares of Series A Preferred Stock then outstanding for cash at a redemption price per share equal to 150.00% of the then-current liquidation preference per share of the Series A Preferred Stock, plus all accrued and unpaid dividends on the Series A Preferred Stock being redeemed. Upon the occurrence of a refinancing or replacement of the entirety of the indebtedness under the Credit Agreement prior to its maturity that is provided solely by lenders who are not affiliates or approved funds of Ares, the Company will be required to redeem all shares of Series A Preferred Stock then outstanding for cash at a redemption price per share equal to 165.00% of the then-current liquidation preference of the Series A Preferred Stock, plus all accrued and unpaid dividends on the Series A Preferred Stock being redeemed, plus, solely in the event such refinancing or replacement is consummated prior to January 20, 2025, the aggregate amount of dividends per share which would have otherwise been payable on the Series A Preferred Stock from the date of redemption until January 20, 2025. If the Company undergoes a Change of Control (as defined in the Credit Agreement), the Company will be required to redeem all shares of Series A Preferred Stock then outstanding for cash at a price per share equal to the greater of (x) 150.00% of the then-current liquidation preference per share of the Series A Preferred Stock, if such redemption occurs prior to January 20, 2025, and 135.00% of the then-current liquidation preference per share of the Series A Preferred Stock, if such redemption occurs on or after January 20, 2025, and (y) the value of the Class A Common Stock issuable upon conversion of a share of Series A Preferred Stock, which value shall be determined based on the value attributed to the Class A Common Stock in connection with such Change of Control. In connection with the NIA closing, the Company entered into an Investors Rights Agreement with the Purchasers named in Schedule I thereto (the “Investors Rights Agreement”). The Investors Rights Agreement contains certain restrictions on the transfer of the Series A Preferred Stock and certain protective covenants in favor of the Purchasers. These covenants include, among other things, covenants limiting the incurrence of Funded Debt (as defined in the Investors Rights Agreement), the ability to make restricted payments and the ability to issue additional indebtedness senior to the Series A Preferred Stock. Each of these covenants is subject to certain exceptions set forth in the Investors Rights Agreement. In connection with the NIA closing, on January 20, 2023, the Company entered into a Registration Rights Agreement with the Stockholders named in Schedule I thereto, which granted certain registration rights to Ares in respect of the shares of the Company’s Class A Common Stock issuable upon conversion of the Series A Preferred Stock. The Company accreted $10.4 million of deferred issuance costs and redemption value in excess of par value in additional paid-in-capital on the consolidated balance sheets for the year ended December 31, 2023. The Company paid dividends related to the Series A Preferred Stock as presented below during the year ended December 31, 2023: For the Three Month Period Ended Payment Date Dividends Per Share Total Amount Paid March 31, 2023 3/28/2023 $ 20.86 $ 3,650,500 June 30, 2023 6/27/2023 27.91 4,884,250 September 30, 2023 9/28/2023 29.12 5,096,000 December 31, 2023 12/22/2023 29.50 5,162,500 |
Loss Per Common Share
Loss Per Common Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Loss Per Common Share The following table sets forth the computation of basic and diluted earnings per share available for common stockholders (in thousands, except per share data): For the Year Ended December 31, 2023 2022 2021 Loss from continuing operations $ (113,040) $ (18,701) $ (30,284) Loss from discontinued operations, net of tax — (463) (7,317) Loss before preferred dividends and accretion of Series A Preferred Stock (113,040) (19,164) (37,601) Dividends and accretion of Series A Preferred Stock (29,220) — — Net loss attributable to common shareholders of Evolent Health, Inc. $ (142,260) $ (19,164) $ (37,601) Weighted-average common shares outstanding - basic and diluted 111,251 93,699 86,067 Loss per common share Basic and diluted: Continuing operations $ (1.28) $ (0.20) $ (0.35) Discontinued operations — — (0.09) Basic and diluted loss per share attributable to common shareholders of Evolent Health, Inc. $ (1.28) $ (0.20) $ (0.44) Basic net loss per common share is calculated using the weighted average number of common shares outstanding during the period. Diluted net earnings per common share, if any, gives effect to diluted stock options (calculated based on the treasury stock method), shares issuable upon debt conversion (calculated using an as-if converted method). Anti-dilutive shares excluded from the calculation of weighted-average common shares presented above are presented below (in thousands): For the Year Ended December 31, 2023 2022 2021 Restricted stock units ("RSUs"), performance-based RSUs (“PSUs”) and leveraged stock units ("LSUs") 1,352 1,804 1,807 Stock options 794 1,769 2,036 Series A Preferred Stock 4,375 — — Convertible senior notes 6,808 9,574 12,602 Total 13,329 13,147 16,445 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation 2011 and 2015 Equity Incentive Plans The Company issues awards, including stock options, performance-based stock options, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”) and leveraged stock units (“LSUs”), under the Evolent Health Holdings, Inc. 2011 Equity Incentive Plan (the “2011 Plan”) and the 2015 Evolent Health, Inc. Omnibus Incentive Compensation Plan (the “2015 Plan”). We assumed the 2011 Plan in connection with the merger of Evolent Health Holdings with and into Evolent Health, Inc. The 2011 Plan allows for the grant of an array of equity-based and cash incentive awards to our directors, employees and other service providers. The 2011 Plan was amended on September 23, 2013, to increase the number of shares authorized to 9.1 million of the Company’s Class A common stock. As of December 31, 2023 and 2022, 4.8 million stock options and 3.8 million shares of restricted stock have been awarded, net of forfeitures, under the 2011 Plan. The following table summarizes the Company’s additional shares authorized changes for the 2015 Plan (in thousands): Board Approval Date Shares Added Total Additional Shares Authorized May 1, 2015 6,000 6,000 June 13, 2018 4,525 10,500 April 15, 2021 4,910 15,400 April 20, 2023 4,000 19,400 November 2, 2023 8,000 27,400 Upon shareholder approval of the amended 2015 Plan in 2018, the 2011 Plan was automatically terminated and no further awards may be granted under the 2011 Plan. The 2011 Plan continues to govern awards previously granted under the 2011 Plan. As of December 31, 2023, 2.8 million of stock options, 6.3 million RSUs, 1.9 million LSUs and 1.5 million PSUs, have been awarded, net of forfeitures, under the 2015 Plan. As of December 31, 2022, 2.8 million of stock options, 5.5 million RSUs, 1.4 million LSUs and 0.8 million PSUs, have been awarded, net of forfeitures, under the 2015 Plan. We follow an employee model for our stock-based compensation as awards are granted in the stock of the Company to employees and non-employee directors of the Company or its consolidated subsidiaries. Following the adoption of ASU 2018-07 during 2018, we also follow the employee model for stock-based compensation for awards granted to acquire goods and services from non-employees. Stock-based Compensation Expense Total compensation expense by award type and line item in our consolidated financial statements was as follows (in thousands): For the Year Ended December 31, 2023 2022 2021 Award Type Stock options $ 74 $ 416 $ 1,337 RSUs 26,718 17,327 9,606 Performance-based RSUs 13,214 14,308 2,471 LSUs 495 1,930 3,297 Total compensation expense by award type $ 40,501 $ 33,981 $ 16,711 Line Item Cost of revenue $ 1,662 $ 4,387 $ 2,263 Selling, general and administrative expenses 38,839 29,594 14,448 Total compensation expense by financial statement line item $ 40,501 $ 33,981 $ 16,711 No stock-based compensation was capitalized as software development costs for the years ended December 31, 2023, 2022 and 2021. Total unrecognized compensation expense (in thousands) and expected weighted-average period (in years) by award type for all of our stock-based incentive plans were as follows: As of December 31, 2023 Unrecognized Compensation Expense Weighted Average Period (years) RSUs $ 42,132 1.39 PSUs 17,762 1.81 Total $ 59,894 Stock Options Other than the performance-based stock options described below, options awarded under the incentive compensation plans are generally subject to a four-year graded service vesting period where 25% of the award vests after each year of service and have a maximum term of 10 years. Information with respect to our options is presented in the following disclosures. The fair value of options is determined using a Black-Scholes options valuation model with the assumptions disclosed in the table above. The dividend rate is based on the expected dividend rate during the expected life of the option. Expected volatility is based on the historical volatility over the most recent period commensurate with the estimated expected term of the Company’s awards due to the limited history of our own stock price. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life represents the period of time the stock options are expected to be outstanding and is based on the simplified method. Under the simplified method, the expected life of an option is presumed to be the midpoint between the vesting date and the end of the contractual term. We used the simplified method due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Information with respect to our stock options (in thousands), including weighted-average remaining contractual term (in years) and aggregate intrinsic value (in thousands) was as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of December 31, 2022 1,895 $ 10.40 3.24 $ 33,503 Exercised (1,237) 8.72 Forfeited — — Outstanding as of December 31, 2023 658 $ 13.23 4.99 $ 13,032 Vested and expected to vest after December 31, 2023 658 $ 13.23 4.99 $ 13,032 Exercisable as of December 31, 2023 658 $ 13.23 4.99 $ 13,032 The total fair value of options vested during the years ended December 31, 2023, 2022 and 2021, was $0.6 million, $2.6 million and $4.9 million, respectively. The total intrinsic value of options exercised during 2023, 2022 and 2021 was $26.9 million, $16.3 million and $20.8 million, respectively. We issue new shares to satisfy option exercises. Performance-based stock option awards In March 2016, the Company granted approximately 0.3 million performance-based options to certain employees to create incentives for continued long-term success and to more closely align executive pay with our stockholders’ interests. Each of the grants is subject to market-based vesting, as follows: • one-third of the shares subject to the option award will vest in the event that the average closing price of the Company’s Class A common stock on the NYSE is at least $13.35 per share for a consecutive ninety day period; • one-third of the shares subject to the option award will vest in the event that the average closing price of the Company’s Class A common stock on the NYSE is at least $16.43 per share for a consecutive ninety day period; and • one-third of the shares subject to the option award will vest in the event that the average closing price of the Company’s Class A common stock on the NYSE is at least $19.51 per share for a consecutive ninety day period. In addition, the percentage of options per tranche that has satisfied the market-based performance hurdle is also subject to a service completion schedule. The aggregate percentage of options eligible to vest is based upon each of the service completions dates below: • 50% of the shares subject to the option award vested on March 1, 2019, and • 50% of the shares subject to the option award vested on March 1, 2020. We measured the fair value of the performance-based stock options using a Monte Carlo simulation approach with the following assumptions: risk-free interest rate of 1.83%, volatility of 65%, expected term of ten years and dividend yield of 0% as we do not currently pay dividends nor expect to do so during the expected option term. These inputs resulted in a weighted-average fair value per option granted of $6.68. During 2016 all of the average stock price milestones were achieved and therefore the awards are now only subject to the service completion obligations. Information with respect to our performance-based stock options (shares and aggregate intrinsic value shown in thousands, weighted-average remaining contractual term shown in years) was as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of December 31, 2022 268 $ 10.27 4.16 $ 5,730 Exercised (162) 10.27 Outstanding as of December 31, 2023 106 10.27 2.17 2,401 Vested and expected to vest after December 31, 2023 106 $ 10.27 2.17 $ 2,401 Restricted Stock Units Other than the performance-based RSUs described below, and other than RSUs granted to our non-employee directors which have a one year vesting period, RSUs awarded under the incentive compensation plans are generally subject to a three Total RSUs Weighted Average Grant Date Fair Value Outstanding as of December 31, 2022 2,268 $ 22.09 Granted 1,281 33.85 Forfeited (428) 27.64 Vested (969) 20.83 Outstanding as of December 31, 2023 2,152 $ 28.55 During the years ended December 31, 2023, 2022 and 2021, we granted RSUs with a weighted-average grant date fair value of $33.85, $28.23 and $21.10, respectively, which represents the weighted-average closing price of our common stock on the grant date. The total fair value of RSUs vested during the years ended December 31, 2023, 2022 and 2021 was $20.2 million, $11.6 million and $7.3 million, respectively. Leveraged Stock Unit Awards During 2020 and 2019, the Company granted 0.5 million and 0.7 million LSUs, respectively, to certain employees to create incentives for continued long-term success and to more closely align executive pay with our stockholders’ interests. Information with respect to our LSU awards (shares and aggregate intrinsic value shown in thousands, weighted-average remaining contractual term shown in years) was as follows: Leveraged Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of December 31, 2022 520 $ 9.15 7.24 $ 9,846 Change in achievement 520 9.15 Vested (1,040) 9.15 Outstanding as of December 31, 2023 — $ — 0.00 $ — Performance-based RSUs During 2021, the Company granted 0.3 million PSUs to certain employees to create incentives for continued long-term success and to more closely align executive pay with our stockholders’ interests. A two two The price assumptions used for our performance based stock unit awards were as follows: 1st Tranche 2nd Tranche Weighted-average fair value per performance based stock unit granted $ 20.64 $ 20.69 Assumptions: Expected term 2 years 3 years Expected volatility 89.5 % 77.7 % Risk-free interest rate 0.12 % 0.25 % Dividend yield — % — % The fair value of PSUs are determined using a Black-Scholes valuation model with the assumptions disclosed in the table above. The dividend rate is based on the expected dividend rate during the expected life of the award. Expected volatility is based on the historical volatility over the most recent period commensurate with the estimated expected term of the Company’s awards due to the limited history of our own stock price. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life represents the period of time the awards are expected to be outstanding and is based on the simplified method. Under the simplified method, the expected life of an award is presumed to be the midpoint between the vesting date and the end of the contractual term. We used the simplified method due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the awards. During 2023 and 2022, the Company granted 0.5 million PSUs, respectively, to certain employees to create incentives for continued long-term success and to more closely align executive pay with our stockholders’ interests. A three-year cliff vesting was approved and began on January 1, 2022 and January 1, 2023, respectively. Shares are earned based on a sliding scale of performance above and below the performance goal. The sliding scale for both the 2023 and 2022 PSU awards is anchored by a minimum performance requirement of company value. In 2023, the Company amended its 2022 PSUs to modify the business unit performance metrics to align with the Company’s focus on a specialty-led strategy. Under the modified 2022 PSU, the Adjusted EBITDA and revenue growth performance goals for each business unit were replaced with the Adjusted EBITDA for the Company and revenue growth metrics for the remainder of the three-year performance period, with an adjustment made for expected business unit performance results for the period prior to the modification. Per the agreements, company value is calculated using a formula based on revenue growth and cumulative Adjusted EBITDA, as adjusted for any acquired business during the period. If the minimum performance goal is not achieved, then no performance shares are earned. If 100% of the performance goal is achieved, then award is paid at target and if the maximum performance is achieved, then 250% of the targeted shares are earned. If the company value falls between tiers on the sliding scale, the actual company value payout percentage shall be determined by linear interpolation between the percentages on a straight-line basis. Information with respect to our performance based restricted stock unit awards (shares and aggregate intrinsic value shown in thousands, weighted-average remaining contractual term shown in years) was as follows: Performance Based Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of December 31, 2022 1,396 $ 24.30 8.72 $ 5,274 Granted 542 34.07 Change in achievement 72 26.60 Vested (343) 19.54 Forfeited (14) 31.77 Outstanding as of December 31, 2023 1,653 $ 30.53 8.42 $ 4,131 Vested and expected to vest after December 31, 2023 1,653 $ 30.53 8.42 $ 4,131 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our loss from continuing operations before income taxes (in thousands) was as follows: For the Year Ended December 31, 2023 2022 2021 Domestic $ (206,344) $ (66,055) $ (32,719) Foreign 3,939 3,978 2,918 Loss from continuing operations before income taxes $ (202,405) $ (62,077) $ (29,801) Components of income tax expense (benefit) (in thousands) consist of the following: For the Year Ended December 31, 2023 2022 2021 Current Federal $ — $ (875) $ (1,469) State and local 2,855 1,788 1,449 Foreign 1,034 1,318 1,027 Total current tax expense 3,889 2,231 1,007 Deferred Federal (42,156) 5,055 (5,866) State and local (12,822) (2,790) (4,021) Foreign 510 92 (493) Total deferred tax expense (benefit) (54,468) 2,357 (10,380) Change in valuation allowance (38,786) (47,964) 9,856 Total tax expense (benefit) $ (89,365) $ (43,376) $ 483 A reconciliation of the U.S. statutory tax rate to our effective tax rate is presented below: For the Year Ended December 31, 2023 2022 2021 U.S. statutory tax rate 21.0 % 21.0 % 21.0 % U.S. state income taxes, net of U.S. federal tax benefit 3.0 % (0.6) % 1.9 % Foreign earnings at other than U.S. rates (0.3) % (0.8) % 0.3 % Change in valuation allowance 19.2 % 77.3 % (33.1) % Contingent consideration adjustments (1.2) % (0.1) % (1.0) % Non-deductible excess compensation (6.8) % (27.8) % (10.1) % Excess tax benefits on stock-based compensation 7.1 % 12.2 % 8.1 % Convertible debt extinguishment — % (3.4) % (1.5) % Change in uncertain tax positions (0.5) % (1.1) % 0.2 % Nondeductible transaction costs (0.2) % (1.7) % — % Change in state rate 2.2 % 5.2 % 6.8 % Return to provision (0.1) % (1.1) % 6.6 % Tax sharing settlement — % — % (1.1) % Tax receivable agreement (0.9) % (9.1) % — % Research and development tax credit - federal 1.7 % — % — % Other, net — % (0.1) % 0.3 % Effective tax rate 44.2 % 69.9 % (1.6) % Deferred tax balances reflect the impact of temporary differences between the carrying amount of assets and liabilities and their tax basis and are stated at the tax rates expected to be in effect when the temporary differences are expected to be recovered or settled. Significant components of the Company’s deferred tax assets and liabilities (in thousands) were as follows: As of December 31, 2023 2022 Deferred Tax Assets Start-up and organizational costs $ 59 $ 84 Goodwill 17,501 12,281 Operating lease liabilities 10,015 16,362 Accrued expenses 11,530 9,326 Stock based compensation 3,283 1,263 Net operating loss carryforwards 123,147 131,317 Federal and state research tax credits 4,467 1,828 Fixed assets 666 393 Interest deduction limitation 20,460 7,089 Outside basis differences 70 650 Other 7,417 6,677 Subtotal 198,615 187,270 Valuation allowance (32,004) (70,790) Total deferred tax assets 166,611 116,480 Deferred Tax Liabilities Internally developed software costs 5,697 11,173 Intangible assets 165,742 89,784 Right-of-use assets - Operating 1,884 12,696 Contract fulfillment costs 3,030 4,501 Other 2,606 2,136 Total deferred tax liabilities 178,959 120,290 Net deferred tax liabilities $ (12,348) $ (3,810) Changes in our valuation allowance (in thousands) were as follows: For the Year Ended December 31, 2023 2022 Balance at beginning-of-year $ 70,790 $ 101,345 Credited to costs and expenses (38,786) (47,964) Charged to other accounts (1) — 17,409 Balance at end-of-year $ 32,004 $ 70,790 ______________ (1) Amounts charged to other accounts includes $17.3 million charged to shareholders’ equity and $0.1 million charged to discontinued operations for the year ended December 31, 2022. For the year ended December 31, 2023, the effective tax rate was 44.2% and the corresponding tax benefit recorded was $89.4 million. The Company and its U.S. subsidiaries continue to record a valuation allowance against its net deferred tax assets, with the exception of indefinite lived components. The income tax benefit recorded during the year ended December 31, 2023, primarily related to the deferred tax liabilities established as part of the NIA acquisition accounting, partially offset by state and foreign taxes. For the year ended December 31, 2022, the effective tax rate was 69.9% and the corresponding tax benefit recorded was $43.4 million. The income tax benefit recorded by the company in 2022 primarily related to the deferred tax liabilities established as part of the IPG acquisition accounting, partially offset by state and foreign taxes. For the year ended December 31, 2021, the effective tax rate was (1.6)% and the corresponding tax expense recorded was $0.5 million. The income tax expense recorded by the Company in 2021 primarily related to foreign taxes and the impact of the valuation allowance recorded against the Company’s net deferred tax assets, with the exception of indefinite lived components and those expected to reverse outside of the net operating loss carryover period. As of December 31, 2023, the Company had $162.1 million of federal and $199.5 million of state NOL carryforwards available to offset future taxable income that begin to expire in 2033 and 2024, respectively, and $291.6 million federal and $325.9 million of state NOLs with an indefinite carryforward period, subject to a utilization limit of 80% of taxable income in any given year. We have established a valuation allowance against those NOLs that cannot be offset with future deferred tax liabilities. Furthermore, Internal Revenue Code Section 382 imposes limitations on the utilization of NOLs in the event of certain changes in ownership of the Company, which may have occurred or could occur in the future. This could result in an annual limit on the Company’s ability to utilize NOLs and could cause federal and state income taxes to be due sooner than if no such limitations applied. As of December 31, 2023, the Company had $5.7 million and $0.3 million of research and development credits for federal and state income tax purposes, respectively, which expire beginning in 2037 and 2028, respectively. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 which contained provisions effective January 1, 2023, including a 15% corporate minimum tax and a 1% excise tax on stock buybacks, both of which we expect to be immaterial to our financial results, financial position and cash flows. Changes in our unrecognized tax benefits (in thousands) were as follows: For the Year Ended December 31, 2023 2022 2021 Balance at beginning-of-year $ 1,624 $ 609 $ 678 Gross increases - tax positions in prior period 7 616 — Gross increases - tax positions in current period 969 399 — Lapse of statute of limitations — — (69) Balance at end-of-year $ 2,600 $ 1,624 $ 609 We are subject to taxation in various jurisdictions in the U.S., India and the Philippines. Tax years 2011 and all subsequent periods remain subject to examination by the federal and state taxing jurisdictions due to the availability of NOL carryforwards. Included in the balance of unrecognized tax benefits as of December 31, 2023, are $2.6 million of tax benefits that, if recognized, would affect the overall effective tax rate. The Company had recognized $0.4 million of interest and penalties related to uncertain tax positions as a component of income tax expense for the year ended December 31, 2022. The Company recognized no interest and penalties related to uncertain tax positions for the years ended December 31, 2023 and December 31, 2021. The Company has accrued interest and penalties related to uncertain tax positions of $0.4 million as of December 31, 2023 and 2022. The Company had recognized $2.6 million of uncertain tax positions as of December 31, 2023, and $1.6 million as of December 31, 2022. The Company and its subsidiaries are not currently subject to income tax audits in any federal, state or local jurisdiction, or any foreign jurisdiction, for any tax year. Tax Receivables Agreement Pursuant to the Offering Reorganization, Class B Exchanges increased our tax basis in our share of Evolent Health LLC’s tangible and intangible assets. These increases in tax basis increase our depreciation and amortization deductions and create other tax benefits and, therefore, may reduce the amount of tax that we would otherwise be required to pay in the future. In addition, certain NOLs of Evolent Health Holdings (and of an affiliate of TPG) are available to us as a result of the Offering Reorganization. In connection with the Offering Reorganization, we entered into the TRA with the holders of Class B common units. The agreement requires us to pay to such holders 85% of the cash savings, if any, in U.S. federal, state and local, and foreign income tax (as applicable) we realize as a result of any deductions attributable to the increase in tax basis following the Class B Exchanges or deductions attributable to imputed interest or future increases in tax basis following payments made under the TRA. Additionally, pursuant to the same agreement we will pay the former stockholders of Evolent Health Holdings 85% of the amount of the cash savings, if any, in U.S. federal, state and local, and foreign income tax that we realize as a result of the utilization of the NOLs of Evolent Health Holdings (and the affiliate of TPG) attributable to periods prior to the Offering Reorganization, approximately $79.3 million, as well as deductions attributable to imputed interest on any payments made under the agreement. The Company has recorded the full TRA liability of $107.9 million as of December 31, 2023. We will benefit from the remaining 15% of any realized cash savings. The TRA was effective upon the completion of the Offering Reorganization and will remain in effect until all such tax benefits have been used or expired, or until the agreement is terminated. See Note 11 for additional discussion of the implications of the TRA. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans We sponsor a tax-qualified 401(k) retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. We make matching contributions to the plan in accordance with the plan documents and various limitations under Section 401(a) of the Internal Revenue Code of 1986, as amended. The Company made $10.8 million, $7.4 million and $5.4 million |
Investments in Equity Method In
Investments in Equity Method Investees | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Equity Method Investees | Investments in Equity Method Investees The Company holds ownership interests in joint ventures and other entities which are accounted for under the equity method. One joint venture includes put or call features under which we could be forced to extend purchase or buy interest from our joint venture partner. The Company evaluates its interests in these entities to determine whether they meet the definition of a VIE and whether the Company is required to consolidate these entities. A VIE is consolidated by its primary beneficiary, which is the party that has both (i) the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) a variable interest that could potentially be significant to the VIE. To determine whether or not a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of the Company's involvement with the VIE. The Company has determined that its interests in these entities meet the definition of a variable interest, however, the Company is not the primary beneficiary since it does not have the power to direct activities, therefore, the Company did not consolidate the VIEs. As of December 31, 2023 and 2022, the Company’s economic interests in its equity method investments ranged between 4% and 34% and 4% and 38%, respectively, and voting interests in its equity method investments ranged between 25% and 34% and 25% and 40% respectively. The Company determined that it has significant influence over these entities but that it does not have control over any of the entities. Accordingly, the investments are accounted for under the equity method of accounting and the Company is allocated its proportional share of the entities’ earnings and losses for each reporting period. The Company’s proportional share of the gain from these investments was approximately $1.3 million, $4.6 million and $13.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company signed services agreements with certain of the aforementioned entities to provide certain management, operational and support services to help manage elements of their service offerings. Revenue related to these services agreements were $19.1 million, $16.9 million and $15.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement GAAP defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) assuming an orderly transaction in the most advantageous market at the measurement date. GAAP also establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include: • Level 1 - inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date; • Level 2 - inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date and the fair value can be determined through the use of models or other valuation methodologies; and • Level 3 - inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the particular asset or liability being measured. These items are recorded in accrued liabilities on our consolidated balance sheets. Recurring Fair Value Measurements In accordance with GAAP, certain assets and liabilities are required to be recorded at fair value on a recurring basis. The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 83,600 $ 83,600 Total fair value of liabilities measured on a recurring basis $ — $ — $ 83,600 $ 83,600 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 78,000 $ 78,000 Total fair value of liabilities measured on a recurring basis $ — $ — $ 78,000 $ 78,000 The Company recognizes any transfers between levels within the hierarchy as of the beginning of the reporting period. There were no transfers between fair value levels during the years ended December 31, 2023 and 2022, respectively. In the absence of observable market prices, the fair value is based on the best information available and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. The acquisition of NIA includes a provision for additional equity consideration, at the Company’s option, contingent upon the Company obtaining certain performance metrics. The earnout period for the NIA contingent consideration is the year ending December 31, 2023 and will be paid during the second quarter of 2024. The changes in our liabilities measured at fair value for which the Company uses Level 3 inputs to determine fair value are as follows (in thousands): For the Year Ended December 31, 2023 2022 Balance as of beginning of period $ 78,000 $ 28,700 Additions 70,200 75,000 Settlements (82,584) — Total (gain) loss, net 17,984 (25,700) Balance as of end of period $ 83,600 $ 78,000 The following table summarizes the fair value (in thousands), valuation techniques and significant unobservable inputs of our Level 3 fair value measurements as of the periods presented: December 31, 2023 Fair Valuation Significant Assumption or Value Technique Unobservable Inputs Input Ranges Contingent consideration $ 83,600 N/A Contractual terms $ 83,600 December 31, 2022 Fair Valuation Significant Assumption or Value Technique Unobservable Inputs Input Ranges Contingent consideration $ 78,000 Real options approach Risk-neutral expected earnout consideration $ 77,946 Weighted average discount rate 9.85% - 10.01% Nonrecurring Fair Value Measurements In addition to the assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. This includes assets and liabilities recorded in business combinations or asset acquisitions, goodwill, intangible assets, property, plant and equipment, held-to-maturity investments and equity method investments. While not carried at fair value on a recurring basis, these items are continually monitored for indicators of impairment that would indicate current carrying value is greater than fair value. In those situations, the assets are considered impaired and written down to current fair value. Other Fair Value Disclosures The carrying amounts of cash and cash equivalents (those not held in a money market fund), restricted cash, receivables, prepaid expenses, accounts payable, accrued liabilities and accrued compensation approximate their fair values because of the relatively short-term maturities of these items and financial instruments. See Note 10 for information regarding the fair value of the 2025 and 2029 Notes. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties The entities described below are considered related parties and the balances and/or transactions with them are reported in our consolidated financial statements. The Company has an economic relationship through the ordinary course of business with an entity whose President and Chief Executive Officer is a member of our board of directors that accounts for a majority of our related party revenue and cost of revenue for the years ended December 31, 2023 and 2022, respectively. As discussed in Note 18, the Company had economic interests in several entities that are accounted for under the equity method of accounting. The Company has allocated its proportional share of the investees’ earnings and losses each reporting period. In addition, Evolent has entered into services agreements with certain of the entities to provide certain management, operational and support services to help the entities manage elements of their service offerings. The following table presents assets and liabilities attributable to our related parties (in thousands): December 31, 2023 2022 Assets Accounts receivable, net $ 8,045 $ 8,787 Liabilities Accounts payable $ 390 $ 27 Accrued liabilities — 192 The following table presents revenues and expenses attributable to our related parties (in thousands): For the Year Ended December 31, 2023 2022 2021 Revenue $ 192,176 $ 154,591 $ 45,082 Expenses Cost of revenue 162,589 128,308 3,063 Selling, general and administrative expenses 2,464 1,507 285 |
Repositioning and Other Changes
Repositioning and Other Changes | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Repositioning and Other Changes | Repositioning and Other Changes We continually assess opportunities to improve operational effectiveness and efficiency to better align our expenses with revenues, while continuing to make investments in our solutions, systems and people that we believe are important to our long-term goals. During the second quarter of 2023, the Company implemented a broad set of repositioning initiatives designed to further align the Company’s assets and talent towards the value-based specialty care opportunity, with the intent of streamlining its operations and supporting the goal of realizing long-term sustainable earnings growth (the “2023 Repositioning Plan’). These initiatives include making organizational changes across the business that resulted in severance, terminated benefits and related payroll taxes and dedicated employee costs associated with recent acquisitions as well as third-party professional fees. 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 brands, 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 includes early termination penalties and associated expenses. As of December 31, 2023, the Company estimates total repositioning charges of $45.0 million to be incurred during the life of the 2023 Repositioning Plan which will be recorded in selling, general and administrative expenses on the consolidated statements of operations and comprehensive income (loss). The repositioning program is anticipated to be substantially complete by the first half of 2024. Additionally, in the fourth quarter of 2020, we committed to certain operational efficiency and profitability actions in response to a change in the composition of our business at the time (the “2020 Repositioning Plan”). These actions included making organizational changes across our business as well as other profitability initiatives expected to result in reductions in force, re-aligning of resources as well as other potential operational efficiency and cost-reduction initiatives that will provide future benefit to the Company. The 2020 Repositioning Plan concluded in the fourth quarter of 2021. The following table provides a summary of our total costs associated with our repositioning plans for the years ended December 31, 2023, 2022 and 2021, by major type of cost (in thousands): For the Year Ended December 31, Total Amount Expected to be Incurred in the 2023 Repositioning Plan 2023 2022 2021 Severance and termination benefits $ 8,564 $ — $ 185 $ 10,562 Dedicated employee costs 6,900 — — 8,929 Professional services 12,910 — 4,391 15,174 Office space consolidation 6,862 — 2,742 $ 10,362 Total $ 35,236 $ — $ 7,318 $ 45,027 |
Reserves for Claims and Perform
Reserves for Claims and Performance-Based Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Insurance [Abstract] | |
Reserves for Claims and Performance-Based Arrangements | Reserve for Claims and Performance-Based Arrangements The Company maintains reserves for its liabilities related to payments to providers and pharmacies under performance-based arrangements related to its specialty care management services solutions. Reserves for claims and performance-based arrangements reflect actual payments under performance-based arrangements and the ultimate cost of claims that have been incurred but not reported, including expected development on reported claims, those that have been reported but not yet paid (reported claims in process), and other medical care expenses and services payable that are primarily composed of accruals for incentives and other amounts payable to health care professionals and facilities. The Company uses actuarial principles and assumptions that are consistently applied each reporting period and recognizes the actuarial best estimate of the ultimate liability along with a margin for adverse deviation. This approach is consistent with actuarial standards of practice that the liabilities be adequate under moderately adverse conditions. This liability predominately consists of incurred but not reported amounts and reported claims in process including expected development on reported claims. The liability for reserves related to its specialty care management services is calculated using "completion factors" developed by comparing the claim incurred date to the date claims were paid. Completion factors are impacted by several key items including changes in: 1) electronic (auto-adjudication) versus manual claim processing, 2) provider claims submission rates, 3) membership and 4) the mix of products. The Company’s policy for reserves related to its specialty care management services solutions is to use historical completion factors combined with an analysis of current trends and operational factors to develop current estimates of completion factors. The Company estimates the liability for claims incurred in each month by applying the current estimates of completion factors to the current paid claims data. This approach implicitly assumes that historical completion rates will be a useful indicator for the current period. For more recent months, and for newer lines of business where there is not sufficient paid claims history to develop completion factors, the Company expects to rely more heavily on medical cost trend and expected loss ratio analysis that reflects expected claim payment patterns and other relevant operational considerations, or authorization analysis. Medical cost trend is primarily impacted by medical service utilization and unit costs that are affected by changes in the level and mix of medical benefits offered, including inpatient, outpatient and pharmacy, the impact of copays and deductibles, changes in provider practices and changes in consumer demographics and consumption behavior. Authorization analysis projects costs based on authorizations per thousand members basis and assigning an average cost per authorization. This is also adjusted for the impact of copays, deductibles, unit cost and historic discontinuation rates for treatment are considered. For each reporting period, the Company compares key assumptions used to establish the reserves for claims and performance-based arrangements to actual experience. When actual experience differs from these assumptions, reserves for claims and performance-based arrangements are adjusted through current period net income. Additionally, the Company evaluates expected future developments and emerging trends that may impact key assumptions. The process used to determine this liability requires the Company to make critical accounting estimates that involve considerable judgment, reflecting the variability inherent in forecasting future claim payments. These estimates are highly sensitive to changes in the Company's key assumptions, specifically completion factors and medical cost trends. Activity in reserves for claims and performance-based arrangements was as follows (in thousands): For the Year Ended December 31, 2023 2022 Balance, beginning of period $ 199,730 $ 171,294 Incurred health care costs: Current year to date period 928,013 605,757 Prior year to date period (36,925) (11,512) Total claims incurred 891,088 594,245 Claims paid related to: Current year to date period (549,691) (427,994) Prior year to date period (137,079) (137,815) Total claims paid (686,770) (565,809) Balance, end of period $ 404,048 $ 199,730 |
Quarterly Results of Operations
Quarterly Results of Operations (unaudited) | 12 Months Ended |
Dec. 31, 2023 | |
Quarterly Financial Data [Abstract] | |
Quarterly Results of Operations (unaudited) | Quarterly Results of Operations (unaudited) The unaudited consolidated quarterly results of operations (in thousands, except per share data) were as follows: For the Three Months Ended December 31 September 30 June 30 March 31 2023 Total revenue $ 556,055 $ 511,015 $ 469,136 $ 427,690 Total operating expenses 577,405 528,953 490,704 438,045 Loss before preferred dividends and accretion of Series A Preferred Stock (33,411) (25,324) (34,323) (19,982) Dividends and accretion of Series A Preferred Stock (7,984) (7,872) (7,088) (6,276) Net loss attributable to common shareholders of Evolent Health, Inc. (41,395) (33,196) (41,411) (26,258) Loss per common share For the Three Months Ended December 31 September 30 June 30 March 31 Basic and diluted $ (0.36) $ (0.30) $ (0.37) $ (0.24) 2022 Total revenue $ 382,432 $ 352,585 $ 319,939 $ 297,057 Total operating expenses 384,310 339,634 324,572 299,855 Net income (loss) from continuing operations (11,349) 2,123 (4,125) (5,350) Net loss from discontinued operations, net of tax — — (463) — Net income (loss) attributable to common shareholders of Evolent Health, Inc. (11,349) 2,123 (4,588) (5,350) Income (loss) per common share Basic and diluted $ (0.11) $ 0.02 $ (0.05) $ (0.06) |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following represents supplemental cash flow information (in thousands): For the Year Ended December 31, 2023 2022 2021 Supplemental Disclosure of Non-cash Investing and Financing Activities Accrued property and equipment purchases $ 137 $ 573 $ 784 Increase/decrease to goodwill from measurement period adjustments/business combinations 2,333 — — Class A common stock issued for payment of earn-outs 28,551 — 450 Accrued deferred financing costs 529 450 — Gain from transfer of membership — — (22,969) Class A common stock issued in connection with business combinations 261,271 130,175 56,626 Class A common stock issued in connection with debt repayment 23,073 101,999 28,492 Consideration for asset acquisition or business combinations — — 14,600 Accrued net working capital adjustment with business combinations 1,098 791 — Effects of Leases Operating cash flows from operating leases (12,844) 14,087 13,845 Leased assets disposed of (obtained in) exchange for operating lease liabilities (27,327) 4,308 (2,583) Supplemental Disclosures Cash paid for interest (53,591) (6,269) (7,113) Cash paid for taxes, net (4,892) (1,397) (551) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||||||
Net Income (Loss) | $ (33,411) | $ (25,324) | $ (34,323) | $ (19,982) | $ (113,040) | $ (19,164) | $ (37,601) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
John Johnson [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On December 14, 2023, John Johnson, the Company’s Chief Financial Officer, terminated a trading plan for the sale of securities that was intended to satisfy the affirmative conditions of Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Johnson Plan”). The Johnson Plan was adopted on November 27, 2023, solely for the sale of securities to satisfy applicable tax withholding and other obligations upon the vesting of RSUs granted on March 2, 2020, March 1, 2021, March 1, 2022 and March 1, 2023 and PSUs granted on March 1, 2021, and accordingly, absent the termination of the Johnson Plan, the aggregate amount of securities that could have been sold under the Johnson Plan was unknown as the number would have varied based on the market price of the Company’s Class A common Stock at the time of vesting. Mr. Johnson terminated the Johnson Plan without having sold any shares under the Johnson Plan, as, among other things, the Johnson Plan was terminated prior to the end of the mandatory cooling off period. | |
Name | John Johnson | |
Title | Chief Financial Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | November 27, 2023 | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | December 14, 2023 |
Basis of Presentation, Summar_2
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principles (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company are prepared in accordance with U.S. GAAP. Our consolidated financial statements include the accounts of all subsidiaries. |
Accounting Estimates and Assumptions | Accounting Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses for the reporting period. Those estimates are inherently subject to change and actual results could differ from those estimates. In the accompanying consolidated financial statements, estimates are used for, but not limited to, the valuation of assets (including intangibles assets, goodwill and long-lived assets), liabilities, consideration related to business combinations and asset acquisitions, revenue recognition (including variable consideration), estimated selling prices for performance obligations in contracts with multiple performance obligations, reserves for claims and performance-based arrangements, credit losses, depreciable lives of assets, impairment of long-lived assets, stock-based compensation, deferred income taxes and valuation allowance, contingent liabilities, purchase price allocation in taxable stock transactions and useful lives of intangible assets. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Evolent Health, Inc. and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Restricted Cash and Restricted Investments | Restricted Cash and Restricted Investments Restricted cash and restricted investments include cash and investments used to collateralize various contractual obligations (in thousands) as follows: December 31, 2023 December 31, 2022 Collateral for letters of credit for facility leases (1) $ 2,132 $ 2,269 Collateral with financial institutions (2) 16,237 10,912 Claims processing services (3) 12,263 13,777 Total restricted cash and restricted investments $ 30,632 $ 26,958 Current restricted cash $ 13,768 $ 14,492 Total current restricted cash and restricted investments $ 13,768 $ 14,492 Non-current restricted cash $ 16,864 $ 12,466 Total non-current restricted cash and restricted investments $ 16,864 $ 12,466 ———————— (1) Represents restricted cash related to collateral for letters of credit required in conjunction with lease agreements. See Note 12 for further discussion of our lease commitments. (2) Represents collateral held with financial institutions for risk-sharing and other arrangements which are held in a FDIC participating bank account. See Note 19 for discussion of fair value measurement. (3) Represents cash held by the Company related to claims processing services on behalf of partners. These are pass-through amounts and can fluctuate materially from period to period depending on the timing of when the claims are processed. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2023 2022 Cash and cash equivalents $ 192,825 $ 188,200 Restricted cash and restricted investments 30,632 26,958 Total cash and cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 223,457 $ 215,158 |
Accounts Receivable and Allowances | Accounts Receivable and Allowances Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. See Note 7 for additional discussion regarding accounts receivable and allowances. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment are computed using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term. The following summarizes the estimated useful lives by asset classification: Computer hardware 3 years Computer software 1 year Furniture and equipment 3 - 7 years Internal-use software development costs 5 years Leasehold improvements Shorter of useful life or remaining lease term When an item is sold or retired, the cost and related accumulated depreciation or amortization is eliminated and the resulting gain or loss, if any, is recorded in loss on disposal of non-strategic assets on our consolidated statements of operations and comprehensive income (loss). |
Software Development Costs | Software Development Costs The Company capitalizes the cost of developing internal-use software, consisting primarily of personnel and related expenses (including employee taxes and benefits) for employees and third parties who devote time to their respective projects. Internal-use software costs are capitalized during the application development stage – when the research stage is complete and management has committed to a project to develop software that will be used for its intended purpose. Any costs incurred during subsequent efforts to significantly upgrade and enhance the functionality of the software are also capitalized. Capitalized software costs are included in property and equipment, net on our consolidated balance sheets. Amortization of internal-use software costs are recorded on a straight-line basis over their estimated useful life and begin once the project is substantially complete and the software is ready for its intended purpose. |
Business Combinations | Business Combinations Companies acquired during each reporting period are reflected in the results of the Company effective from their respective dates of acquisition through the end of the reporting period. The Company allocates the fair value of purchase consideration to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Critical estimates used to value certain identifiable assets include, but are not limited to, expected long-term revenues, future expected operating expenses, cost of capital and appropriate discount rates. The excess of the fair value of purchase consideration over the fair value of the assets acquired and liabilities assumed in the acquired entity is recorded as goodwill. If the Company obtains new information about facts and circumstances that existed as of the acquisition date during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded on the Company's consolidated statements of operations and comprehensive income (loss). |
Equity Method Investments | Equity Method Investments For entities that are not consolidated, but where the Company has significant influence over the operating or financial decisions of the entity, the Company accounts for the investment under the equity method of accounting. In accordance with the equity method of accounting, the Company will recognize its share of earnings or losses of the investee in the period in which they are reported by the investee. The Company also considers whether there are any indicators of other-than-temporary impairment of its investments accounted for under the equity method. These investments are included in investments in equity method investees on the consolidated |
Goodwill | Goodwill We recognize the excess of the purchase price, plus the fair value of any non-controlling interests in the acquiree, over the fair value of identifiable net assets acquired as goodwill. Goodwill is not amortized, but is reviewed at least annually for indications of impairment, with consideration given to financial performance and other relevant factors. We perform impairment tests of goodwill at a reporting unit level on October 31 of each year. During the fourth quarter of 2023, the Company underwent organizational changes which required a reassessment of reporting units. As a result, the Company determined it has one reporting unit due to the economic similarity of the services provided to our partners. We perform impairment tests between annual tests if an event occurs, or circumstances change, that we believe would more likely than not reduce the fair value of a reporting unit below its carrying amount. |
Intangible Assets, Net | Intangible Assets, Net Identified intangible assets are recorded at their estimated fair values at the date of acquisition and are amortized over their respective estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are used. The following summarizes the estimated useful lives by asset classification: Corporate trade name 1 year Customer relationships 11 - 25 years Technology 5 years Provider network contracts 3 - 5 years As part of the organizational changes as a result of growth in our value-based specialty care business, we will sunset several corporate trade names and replace them with Evolent signifying our adoption and launch of a unified brand. As a result, we re-evaluated the useful lives of our intangible assets and accelerated amortization such that all corporate trade names will be fully amortized by December 2024. Intangible assets are reviewed for impairment if circumstances indicate the Company may not be able to recover the asset’s carrying value. The Company evaluates recoverability by determining whether the undiscounted cash flows expected to result from the use and eventual disposition of that asset or group exceed the carrying value at the evaluation date. If the undiscounted cash flows are not sufficient to cover the carrying value, the Company measures an impairment loss as the excess of the carrying amount of the long-lived asset or group over its fair value. See Note 9 for additional discussion regarding our intangible assets. |
Research and Development Costs | Research and Development Costs Research and development costs consist primarily of personnel and related expenses (including stock-based compensation and employee taxes and benefits) for employees engaged in research and development activities as well as third-party fees. All such costs are expensed as incurred. We focus our research and development efforts on activities that support our technology infrastructure, clinical program development, data analytics and network development capabilities. Research and development costs are recorded within cost of revenue and selling, general and administrative expenses on our consolidated statements of operations and comprehensive income (loss). |
Reserves for Claims and Performance-based Arrangements | Reserves for Claims and Performance-based Arrangements Reserves for claims and performance-based arrangements reflect estimates of payments under performance-based arrangements and the ultimate cost of claims that have been incurred but not reported, including expected development on reported claims, those that have been reported but not yet paid (reported claims in process) and other medical care expenses and services payable that are primarily composed of accruals for incentives and other amounts payable to health care professionals and facilities. The Company uses actuarial principles and assumptions that are consistently applied in each reporting period and recognizes the actuarial best estimate of the ultimate liability along with a margin for adverse deviation. This approach is consistent with actuarial standards of practice that the liabilities be adequate under moderately adverse conditions. |
Right of Offset | Right of Offset Certain customer arrangements give the Company the legal right to net payment for amounts due from customers and claims payable. As of December 31, 2023 and 2022, approximately 57% and 47%, respectively, of gross accounts receivable has been netted against claims payable in lieu of cash receipt. Furthermore, as of December 31, 2023, approximately 16% of our accounts receivable, net could ultimately be settled on a net basis, once the criteria for netting have been met. Additionally, the Company offsets its accounts receivable and claims reserve under its total cost of care solution. |
Long-term Debt | Long-term Debt Convertible notes and amounts borrowed under our Credit Agreement are carried at cost, net of debt discounts and issuance costs, as long-term debt on the consolidated balance sheets. The debt discounts and issuance costs are amortized to interest expense on the consolidated statements of operations and comprehensive income (loss) using the straight-line method over the contractual term of the note if that method is not materially different from the effective interest rate method. Cash interest payments are due either quarterly or semi-annually in arrears and we accrue interest expense monthly based on the annual coupon rate. See Note 10 for further discussion regarding our convertible notes and Credit Agreement. |
Leases | Leases The Company enters into various office space, data center and equipment lease agreements in conducting its normal business operations. At the inception of any contract, the Company evaluates the agreement to determine whether the contract contains a lease. If the contract contains a lease, the Company then evaluates the term and whether the lease is an operating or finance lease. Most leases include one or more options to renew or may have a termination option. The Company determines whether these options are reasonably certain to be exercised at the inception of the lease. The rent expense is recognized on a straight-line basis in the consolidated statements of operations and comprehensive income (loss) over the terms of the respective leases. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Further, the Company treats all lease and non-lease components as a single combined lease component for all classes of underlying assets. The Company also enters into sublease agreements for some of its leased office space. Rental income attributable to subleases is immaterial and is offset against rent expense over the terms of the respective leases. The Company reviews long-lived assets, which include operating lease right-of-use asset assets, for impairment when facts or circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows are less than the carrying value of the assets, the carrying values are reduced to the estimated fair value. Fair values are determined based on quoted market values, discounted cash flows and external market data, as applicable. |
Revenue Recognition | Revenue Recognition Our revenue contracts are typically multi-year arrangements with customers to provide solutions designed to lower the medical expenses of our partners and include our total cost of care management and specialty care management services solutions, provide comprehensive health plan operations and claims processing services, and also include transition or run-out services to customers. We use the following 5-step model, outlined in Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), to determine revenue recognition from our contracts with customers: • Identify the contract(s) with a customer • Identify the performance obligations in the contract • Determine the transaction price • Allocate the transaction price to performance obligations • Recognize revenue when (or as) the entity satisfies a performance obligation See Note 6 for further discussion of our policies related to revenue recognition. Cost of Revenue Our cost of revenue includes direct expenses and shared resources that perform services in direct support of partners. Costs consist primarily of employee-related expenses (including compensation, benefits and stock-based compensation), expenses for TPA support and other services, as well as other professional fees. In certain cases, our cost of revenue also includes claims and capitation payments to providers and payments for pharmaceutical treatments and other health care expenditures through capitated arrangements. Our performance obligation in these arrangements is to provide an integrated suite of services, including access to our platform that is customized to meet the specialized needs of our partners and providers. Generally, we will apply the series guidance to the performance obligation as we have determined that each time increment is distinct. We primarily utilize a variable fee structure for these services that typically includes a monthly payment that is calculated based on a specified per member per month rate, multiplied by the number of members that our partners are managing under a value-based care arrangement or a percentage of plan premiums. Our arrangements may also include other variable fees related to service level agreements, shared medical savings arrangements and other performance measures. Variable consideration is estimated using the most likely amount based on our historical experience and best judgment at the time. Due to the nature of our arrangements, certain estimates may be constrained if it is probable that a significant reversal of revenue will occur when the uncertainty is resolved. We recognize revenue over time using the time elapsed output method. Fixed consideration is recognized ratably over the contract term. In accordance with the series guidance, we allocate variable consideration to the period to which the fees relate. Our revenue includes certain services which are billed on a per-case basis. Contracts with Multiple Performance Obligations Our contracts with customers may contain multiple performance obligations, primarily when the partner has requested both administrative services and other services such as our specialty care management or total cost of care management services as these services are distinct from one another. When a contract has multiple performance obligations, we allocate the transaction price to each performance obligation based on the relative standalone selling price using the expected cost margin approach. This approach requires estimates regarding both the level of effort it will take to satisfy the performance obligation as well as fees that will be received under the variable pricing model. We also take into consideration customer demographics, current market conditions, the scope of services and our overall pricing strategy and objectives when determining the standalone selling price. Principal vs. Agent We use third parties to assist in satisfying our performance obligations. In order to determine whether we are the principal or agent in the arrangement, we review each third-party relationship on a contract-by-contract basis. As we integrate goods and services provided by third parties into our overall service, we control the services provided to the customer prior to its delivery. As such, we are the principal and we will recognize revenue on a gross basis. In certain cases, we do not control the services from third parties before it is delivered to the customer, thereby recognizing revenue on a net basis. |
Selling, general and administrative expenses | Selling, general and administrative expenses Our selling, general and administrative expenses consist of employee-related expenses (including compensation, benefits and stock-based compensation) for selling and marketing, corporate development, finance, legal, human resources, corporate information technology, professional fees and other corporate expenses associated with these functional areas. Selling, general and administrative expenses also include costs associated with our centralized infrastructure and research and development activities to support our network development capabilities, claims processing services, including PBM administration, technology infrastructure, clinical program development and data analytics. |
Stock-based Compensation | Stock-based Compensation The Company sponsors a stock-based incentive plan that provides for the issuance of stock-based awards to employees, vendors and non-employee directors of the Company or its consolidated subsidiaries. Our stock-based awards generally vest over a three We expense the fair value of stock-based awards granted under our incentive compensation plans. The fair value of the awards is expensed over the performance or service period, which generally corresponds to the vesting period, on a straight-line basis and is recognized as an increase to additional paid-in capital. Stock-based compensation expense is reflected in cost of revenue and selling, general and administrative expenses in our consolidated statements of operations and comprehensive income (loss). We recognize share-based award forfeitures as they occur. |
Income Taxes | Income Taxes Deferred income taxes are recognized, based on enacted rates, when assets and liabilities have different values for financial statement and tax reporting purposes. A valuation allowance is recorded to the extent required. Considerable judgment and the use of estimates are required in determining whether a valuation allowance is necessary and, if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance, we consider many factors, including: the nature and character of the deferred tax assets and liabilities; taxable income in prior carryback years; future reversals of temporary differences; the length of time carryovers can be utilized; and any tax planning strategies we would employ to avoid a tax benefit from expiring unused. We use a recognition threshold and a measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. We recognize interest and penalties accrued on any unrecognized tax exposures as a component of income tax expense, when applicable. As of December 31, 2023 and 2022, our identified balance of uncertain income tax positions would not have a material impact to the consolidated financial statements. We are subject to taxation in various jurisdictions in the U.S., India and the Philippines and remain subject to examination by taxing jurisdictions for the year 2011 and all subsequent periods due to the availability of NOL carryforwards. |
Loss per Common Share | Loss per Common Share Basic loss per common share is computed by dividing net loss available to Class A common shareholders by the weighted-average number of Class A common shares outstanding. For periods of net income, and when the effects are not anti-dilutive, we calculate diluted earnings per share by dividing net income available to Class A common shareholders by the weighted average number of Class A common shares plus the weighted average number of Class A common shares assuming the conversion of our convertible notes, as well as the impact of all potential dilutive common shares, consisting primarily of common stock options and unvested restricted stock awards using the treasury stock method and our Series A Preferred Stock. For periods of net loss, shares used in the diluted loss per share calculation represent basic shares as using potentially dilutive shares would be anti-dilutive. |
Fair Value Measurement | Fair Value Measurement Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. Our consolidated balance sheets include various financial instruments (primarily cash not held in money-market funds, restricted cash, accounts receivable, accounts payable, accrued expenses and other liabilities) that are carried at cost which approximates fair value. GAAP defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) assuming an orderly transaction in the most advantageous market at the measurement date. GAAP also establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include: • Level 1 - inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date; • Level 2 - inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date and the fair value can be determined through the use of models or other valuation methodologies; and • Level 3 - inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the particular asset or liability being measured. These items are recorded in accrued liabilities on our consolidated balance sheets. Nonrecurring Fair Value Measurements In addition to the assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. This includes assets and liabilities recorded in business combinations or asset acquisitions, goodwill, intangible assets, property, plant and equipment, held-to-maturity investments and equity method investments. While not carried at fair value on a recurring basis, these items are continually monitored for indicators of impairment that would indicate current carrying value is greater than fair value. In those situations, the assets are considered impaired and written down to current fair value. Other Fair Value Disclosures The carrying amounts of cash and cash equivalents (those not held in a money market fund), restricted cash, receivables, prepaid expenses, accounts payable, accrued liabilities and accrued compensation approximate their fair values because of the relatively short-term maturities of these items and financial instruments. |
Series A Preferred Stock | Series A Preferred Stock |
Adoption of New Accounting Standards | Adoption of New Accounting Standards In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Specifically, the ASU removes the separation models for convertible debt with a cash conversion feature or convertible instruments with a beneficial conversion feature and no longer permits the use of the treasury stock method from calculating earnings per share. As a result, after adopting the ASU’s guidance, we do not separately present in equity an embedded conversion feature of such debt. Instead, we account for a convertible debt instrument wholly as debt unless (i) a convertible instrument contains features that require bifurcation as a derivative or (ii) a convertible debt instrument was issued at a substantial premium. Additionally, the ASU removes certain conditions for equity classification related to contracts in an entity’s own equity (e.g., warrants) and amends certain guidance related to the computation of earnings per share for convertible instruments and contracts on an entity’s own equity. The Company adopted the standard using a modified retrospective method on January 1, 2022, with adjustments which increased retained earnings by $39.8 million, reduced additional paid-in capital by $106.2 million and increased the net carrying amount of the 2024 and 2025 Notes by $25.1 million and $41.3 million, respectively. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. The Company adopted this standard starting in the first quarter of 2023, which did not have a material impact on our consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which enhances the disclosures required for operating segments in the Company's annual and interim consolidated financial statements, including those companies with a single operating segment. ASU 2023-07 is effective retrospectively for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our disclosures. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 includes requirements that an entity disclose specific categories in the rate reconciliation and provide additional information for reconciling items that are greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate. The standard also requires that entities disclose income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) each disaggregated between domestic and foreign. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently assessing the impact of ASU 2023-09 on its disclosures. |
Basis of Presentation, Summar_3
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principles (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Restricted Cash and Restricted Investments | Restricted cash and restricted investments include cash and investments used to collateralize various contractual obligations (in thousands) as follows: December 31, 2023 December 31, 2022 Collateral for letters of credit for facility leases (1) $ 2,132 $ 2,269 Collateral with financial institutions (2) 16,237 10,912 Claims processing services (3) 12,263 13,777 Total restricted cash and restricted investments $ 30,632 $ 26,958 Current restricted cash $ 13,768 $ 14,492 Total current restricted cash and restricted investments $ 13,768 $ 14,492 Non-current restricted cash $ 16,864 $ 12,466 Total non-current restricted cash and restricted investments $ 16,864 $ 12,466 ———————— (1) Represents restricted cash related to collateral for letters of credit required in conjunction with lease agreements. See Note 12 for further discussion of our lease commitments. (2) Represents collateral held with financial institutions for risk-sharing and other arrangements which are held in a FDIC participating bank account. See Note 19 for discussion of fair value measurement. (3) Represents cash held by the Company related to claims processing services on behalf of partners. These are pass-through amounts and can fluctuate materially from period to period depending on the timing of when the claims are processed. |
Schedule of Consolidated Statements of Cash Flows | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2023 2022 Cash and cash equivalents $ 192,825 $ 188,200 Restricted cash and restricted investments 30,632 26,958 Total cash and cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 223,457 $ 215,158 |
Schedule of Estimated Useful Lives Assets | The following summarizes the estimated useful lives by asset classification: Corporate trade name 1 year Customer relationships 11 - 25 years Technology 5 years Provider network contracts 3 - 5 years Details of our intangible assets (in thousands, except weighted-average useful lives) are presented below: December 31, 2023 December 31, 2022 Weighted- Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted- Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Value Corporate trade name 1.0 $ 51,965 $ 30,288 $ 21,677 12.7 $ 43,600 $ 11,726 $ 31,874 Customer relationships 14.5 806,668 139,150 667,518 15.8 465,019 92,760 372,259 Technology 3.8 162,015 101,566 60,449 2.7 111,822 80,255 31,567 Below market lease, net 0.0 1,218 1,218 — 0.3 1,218 1,151 67 Provider network contracts 1.1 18,054 15,689 2,365 1.3 18,851 11,834 7,017 Total intangible assets, net $ 1,039,920 $ 287,911 $ 752,009 $ 640,510 $ 197,726 $ 442,784 |
Summary of property and equipment | The following summarizes the estimated useful lives by asset classification: Computer hardware 3 years Computer software 1 year Furniture and equipment 3 - 7 years Internal-use software development costs 5 years Leasehold improvements Shorter of useful life or remaining lease term The following summarizes our property and equipment (in thousands): December 31, 2023 2022 Computer hardware $ 21,501 $ 30,092 Furniture and equipment 1,297 4,214 Internal-use software development costs 212,913 189,119 Leasehold improvements 1,052 14,926 Total property and equipment 236,763 238,351 Accumulated depreciation and amortization expenses (158,569) (150,477) Total property and equipment, net $ 78,194 $ 87,874 |
Transactions (Tables)
Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Allocation of Purchase Price | The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of January 20, 2023, as follows (in thousands): Purchase consideration: Cash $ 387,823 Fair value of Class A common stock issued 261,271 Fair value of contingent consideration 66,600 Total consideration $ 715,694 Tangible assets acquired: Accounts receivable $ 28,065 Prepaid expenses and other current assets 675 Total tangible assets acquired 28,740 Identifiable intangible assets acquired: Customer relationships 345,100 Technology 50,700 Corporate trade name 8,200 Total identifiable intangible assets acquired 404,000 Liabilities assumed: Accrued liabilities 5,409 Accrued compensation and employee benefits 6,173 Deferred tax liabilities, net 100,486 Deferred revenue 142 Total liabilities assumed 112,210 Goodwill (1) 395,164 Net assets acquired $ 715,694 ———————— (1) Goodwill acquired does not include $1.0 million of measurement period adjustments or of $2.4 million in reductions due to goodwill disposals. See Note 9 for additional information. The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of August 1, 2022, as follows (in thousands): Purchase consideration: Cash $ 256,488 Fair value of Class A common stock issued 130,175 Fair value of contingent consideration 75,000 Total consideration $ 461,663 Tangible assets acquired: Accounts receivable 34,155 Prepaid expenses and other current assets 636 Other non-current assets 1,393 Total tangible assets acquired 36,184 Identifiable intangible assets acquired: Customer relationships 154,000 Technology 23,900 Corporate trade name 17,800 Total identifiable intangible assets acquired 195,700 Liabilities assumed: Accounts payable 7,997 Accrued liabilities 8,083 Accrued compensation and employee benefits 423 Deferred tax liabilities, net 48,671 Deferred revenue 321 Operating lease liabilities 1,323 Total liabilities assumed 66,818 Goodwill 296,597 Net assets acquired $ 461,663 |
Schedule of Assets Acquired and Liabilities | The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of January 20, 2023, as follows (in thousands): Purchase consideration: Cash $ 387,823 Fair value of Class A common stock issued 261,271 Fair value of contingent consideration 66,600 Total consideration $ 715,694 Tangible assets acquired: Accounts receivable $ 28,065 Prepaid expenses and other current assets 675 Total tangible assets acquired 28,740 Identifiable intangible assets acquired: Customer relationships 345,100 Technology 50,700 Corporate trade name 8,200 Total identifiable intangible assets acquired 404,000 Liabilities assumed: Accrued liabilities 5,409 Accrued compensation and employee benefits 6,173 Deferred tax liabilities, net 100,486 Deferred revenue 142 Total liabilities assumed 112,210 Goodwill (1) 395,164 Net assets acquired $ 715,694 ———————— (1) Goodwill acquired does not include $1.0 million of measurement period adjustments or of $2.4 million in reductions due to goodwill disposals. See Note 9 for additional information. The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of August 1, 2022, as follows (in thousands): Purchase consideration: Cash $ 256,488 Fair value of Class A common stock issued 130,175 Fair value of contingent consideration 75,000 Total consideration $ 461,663 Tangible assets acquired: Accounts receivable 34,155 Prepaid expenses and other current assets 636 Other non-current assets 1,393 Total tangible assets acquired 36,184 Identifiable intangible assets acquired: Customer relationships 154,000 Technology 23,900 Corporate trade name 17,800 Total identifiable intangible assets acquired 195,700 Liabilities assumed: Accounts payable 7,997 Accrued liabilities 8,083 Accrued compensation and employee benefits 423 Deferred tax liabilities, net 48,671 Deferred revenue 321 Operating lease liabilities 1,323 Total liabilities assumed 66,818 Goodwill 296,597 Net assets acquired $ 461,663 |
Schedule of Pro Forma Adjustments | The pro forma adjustments are based on available information and assumptions that the Company believes are reasonable to reflect the impact of these transactions on the Company’s historical financial information on a pro forma basis (in thousands). For the Year Ended December 31, 2023 2022 2021 Revenue $ 1,975,321 $ 1,607,311 $ 1,135,126 Net loss attributable to common shareholders of Evolent Health, Inc. (137,210) (76,406) (103,442) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table summarizes the results of operations of the Company’s True Health business, which are included in loss from discontinued operations in the consolidated statements of operations and comprehensive income (loss): For the Year Ended December 31, 2021 Revenue Platform and operations $ 38 Premiums 44,795 Total revenue 44,833 Expenses Cost of revenue (exclusive of depreciation and amortization expenses presented separately below) (1) 5,885 Claims expenses 33,954 Selling, general and administrative expenses (2) 5,764 Depreciation and amortization expenses 160 Total operating expenses 45,763 Operating loss (930) Interest income 112 Interest expense (4) Other loss (25) Loss before income taxes and non-controlling interests (847) Provision for income taxes (326) Net loss $ (521) ———————— (1) Cost of revenue includes intercompany expenses between the Company and True Health that are recorded in loss from continuing operations in the consolidated statements of operations and comprehensive income (loss) related to an existing services agreement for claims processing and other health plan administrative functions of $2.8 million for the year ended December 31, 2021. (2) Selling, general and administrative expenses include intercompany expenses between the Company and True Health that are recorded in loss from continuing operations on the consolidated statements of operations and comprehensive income (loss) related to an existing services agreement for claims processing and other health plan administrative functions of $1.1 million for the year ended December 31, 2021. For the Year Ended December 31, 2021 Cash flows provided by operating activities $ 5,002 Cash flows (used in) provided by investing activities (2,494) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table represents Evolent’s revenue disaggregated by end-market and product type (in thousands): For the Year Ended December 31, 2023 2022 2021 Medicaid $ 785,053 $ 559,362 $ 421,069 Medicare 708,853 458,413 407,331 Commercial and other 469,990 334,238 79,557 Total $ 1,963,896 $ 1,352,013 $ 907,957 Performance Suite $ 1,214,661 $ 808,642 $ 550,959 Specialty Technology and Services Suite 296,366 51,898 42,501 Administrative Services 296,244 407,523 309,803 Cases 156,625 83,950 4,694 Total $ 1,963,896 $ 1,352,013 $ 907,957 |
Schedule of Contract with Customer, Asset and Liability | The following table provides information about receivables, contract assets and deferred revenue from contracts with customers as of December 31, 2023 and December 31, 2022 (in thousands): December 31, 2023 2022 Short-term receivables (1) $ 446,220 $ 246,209 Short-term deferred revenue 5,976 5,758 Long-term deferred revenue 1,173 2,533 ———————— (1) Excludes pharmacy claims receivable and premiums receivable. Changes in deferred revenue for the year ended December 31, 2023, are as follows (in thousands): Deferred revenue Balance as of beginning-of-period $ 8,291 Reclassification to revenue, as a result of performance obligations satisfied (5,742) Cash received in advance of satisfaction of performance obligations 4,600 Balance as of end of period $ 7,149 |
Credit Losses (Tables)
Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
Schedule of Changes in Allowance for Accounts Receivable | The following table summarizes the changes in allowance for credit losses on our accounts receivables, certain non-trade accounts receivable and contract assets (in thousands): For the Year Ended December 31, 2023 2022 Balance as of beginning of period $ (10,180) $ (3,374) Acquisitions (240) (5,269) Provision for credit losses (10,773) (2,740) Charge-offs (1) 4,832 1,203 Balance as of end of period $ (16,361) $ (10,180) ———————— (1) Charge offs for the years ended December 31, 2023 and 2022 are due primarily to balances written-off that were previously fully reserved at IPG. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The following summarizes the estimated useful lives by asset classification: Computer hardware 3 years Computer software 1 year Furniture and equipment 3 - 7 years Internal-use software development costs 5 years Leasehold improvements Shorter of useful life or remaining lease term The following summarizes our property and equipment (in thousands): December 31, 2023 2022 Computer hardware $ 21,501 $ 30,092 Furniture and equipment 1,297 4,214 Internal-use software development costs 212,913 189,119 Leasehold improvements 1,052 14,926 Total property and equipment 236,763 238,351 Accumulated depreciation and amortization expenses (158,569) (150,477) Total property and equipment, net $ 78,194 $ 87,874 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Change in Goodwill | The following table summarizes the changes in the carrying amount of goodwill, for the periods presented (in thousands): Balance as of December 31, 2021 $ 426,297 Goodwill acquired (1) 296,597 Foreign currency translation (120) Balance as of December 31, 2022 722,774 Goodwill acquired (1) 395,164 Measurement period adjustments 971 Goodwill disposal (2) (2,363) Foreign currency translation (4) Balance as of December 31, 2023 $ 1,116,542 ———————— (1) Goodwill acquired from the addition of NIA in January 2023 and IPG in August 2022. (2) Goodwill written-off upon disposal of non-strategic assets. |
Schedule of Intangible Assets, Net | The following summarizes the estimated useful lives by asset classification: Corporate trade name 1 year Customer relationships 11 - 25 years Technology 5 years Provider network contracts 3 - 5 years Details of our intangible assets (in thousands, except weighted-average useful lives) are presented below: December 31, 2023 December 31, 2022 Weighted- Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted- Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Value Corporate trade name 1.0 $ 51,965 $ 30,288 $ 21,677 12.7 $ 43,600 $ 11,726 $ 31,874 Customer relationships 14.5 806,668 139,150 667,518 15.8 465,019 92,760 372,259 Technology 3.8 162,015 101,566 60,449 2.7 111,822 80,255 31,567 Below market lease, net 0.0 1,218 1,218 — 0.3 1,218 1,151 67 Provider network contracts 1.1 18,054 15,689 2,365 1.3 18,851 11,834 7,017 Total intangible assets, net $ 1,039,920 $ 287,911 $ 752,009 $ 640,510 $ 197,726 $ 442,784 |
Schedule of Future Estimated Amortization of Intangible Assets | Future estimated amortization of intangible assets (in thousands) as of December 31, 2023, is as follows: 2024 $ 86,903 2025 63,360 2026 62,939 2027 60,198 2028 47,751 Thereafter 430,858 Total future amortization of intangible assets $ 752,009 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The following table summarizes the terms of our Convertible Senior Notes as of December 31,2023 (in thousands, except per share conversion rates and prices): 2025 Notes 2029 Notes Aggregate principal amount at issuance $ 172,500 $ 402,500 Interest rate per annum 1.5 % 3.5 % Debt issuance costs $ 5,929 $ 11,598 Net proceeds $ 166,571 $ 390,902 Issuance date October 22, 2018 December 8, 2023 Maturity date October 15, 2025 December 1, 2029 Interest payment dates (1) April 15 and October 15 June 1 and December 1 Initial conversion rate per $1,000 of principal $ 29.9135 $ 26.3125 Initial conversion price $ 33.43 $ 38.00 Initial shares upon conversion (2) 5,160 15,092 Carrying value $ 170,171 $ 391,024 Unamortized debt discount and issuance costs 2,329 11,476 Outstanding principal $ 172,500 $ 402,500 Remaining amortization period (years) 1.8 5.9 Fair value (3) $ 197,226 $ 476,717 ———————— (1) Holders of the Convertible Senior Notes are entitled to cash payments, which are payable semiannually in arrears on the dates indicated above. (2) Measured in shares of the Company’s Class A common stock and represents the number of shares of the Company’s Class A common stock that the Convertible Senior Notes are initially convertible into. Upon conversion, the Company will pay or deliver, as the case may be, cash or shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election. (3) Fair values for notes are derived from available trading prices closest to the respective balance sheet date. |
Schedule of Debt | Interest expense and amortization of debt issuance costs activity during the years ended December 31, 2023, 2022 and 2021, respectively were as follows (in thousands): For the Year Ended December 31, 2023 2022 2021 2029 Notes Interest expense $ 900 $ — $ — Amortization of debt issuance costs 122 — — Interest expense for 2029 Notes $ 1,022 $ — $ — 2022 Credit Agreement Interest expense $ 46,538 $ 7,939 $ — Amortization of debt issuance costs 2,256 433 — Interest expense for 2022 Credit Agreement $ 48,794 $ 8,372 $ — 2024 Notes Interest expense $ 367 $ 2,743 $ 4,097 Amortization of debt issuance costs 148 592 7,899 Interest expense for 2024 Notes $ 515 $ 3,335 $ 11,996 2025 Notes Interest expense $ 2,588 $ 2,588 $ 2,632 Amortization of debt issuance costs 1,286 1,277 9,966 Interest expense for 2025 Notes $ 3,874 $ 3,865 $ 12,598 2019 Credit Agreement Interest expense $ — $ — $ 161 Amortization of debt issuance costs — — — Interest expense for 2019 Credit Agreement $ — $ — $ 161 2021 Notes Interest expense $ — $ — $ 490 Amortization of debt issuance costs — — 180 Interest expense for 2021 Notes $ — $ — $ 670 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Credit and Concentration Risk | The following table summarizes the partners who represented at least 10.0% of our consolidated short-term trade accounts receivable, excluding pharmacy claims receivable and premiums receivable: December 31, 2023 2022 Cook County Health and Hospitals System 46.9% 42.5% Molina Healthcare, Inc. * 12.0% Bright Health Management, Inc. * 11.3% ———————— * Represents less than 10.0% of the respective balance. The following table summarizes those partners who represented at least 10.0% of our consolidated revenue: For the Year Ended December 31, 2023 2022 2021 (1) Cook County Health and Hospitals Systems 15.7% 22.4% 28.0% Humana Insurance Company 12.0% * * Molina Healthcare, Inc. 13.5% * * Florida Blue Medicare, Inc. 10.4% 11.5% 14.1% ———————— * Represents less than 10.0% of the respective balance (1) The denominator excludes $44.8 million of True Health premium revenue reclassified to discontinued operations for the year ended December 31, 2021. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Primary Office Leases and Maturity of Lease Liabilities | The following table summarizes our primary office leases as of December 31, 2023 (in thousands, other than term): Location Lease Termination Term (in years) Future Minimum Lease Commitments Letter of Credit Amount Required Arlington, VA (1) 8.1 $ 11,973 $ 1,579 Edison, NJ 2.3 1,207 222 Makati City, Philippines 4.4 3,014 — Alpharetta, GA 1.8 834 — Pune, India 4.3 2,471 — Brea, CA 3.4 3,315 — ———————— (1) Effective January 29, 2024, the Company entered into a lease at 1812 North Moore Street for its corporate headquarters. The lease has a term of 7.0 years, future minimum lease commitments of $3.3 million and required letter of credit of $0.1 million. Maturity of lease liabilities (in thousands) reflective of our new primary office space lease in Arlington, VA is as follows: Operating lease expense 2024 $ 12,572 2025 9,394 2026 8,561 2027 8,065 2028 6,939 Thereafter 16,033 Total lease payments 61,564 Less: Interest 13,817 Present value of lease liabilities $ 47,747 |
Schedule of Components of Lease Expense, Weighted-Average Discount Rate and Weighted-remaining Lease Terms | The following table summarizes the components of our lease expense (in thousands): For the Year Ended December 31, 2023 2022 2021 Operating lease cost $ 7,984 $ 8,956 $ 12,991 Variable lease cost 6,004 5,682 5,036 Total lease cost $ 13,988 $ 14,638 $ 18,027 Our weighted-average discount rate and our weighted remaining lease terms (in years) are as follows: December 31, 2023 2022 2021 Weighted average discount rate 6.40 % 6.36 % 6.38 % Weighted average remaining lease term 6.0 7.8 8.8 |
Convertible Preferred Equity (T
Convertible Preferred Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Schedule Of Paid Dividends | The Company paid dividends related to the Series A Preferred Stock as presented below during the year ended December 31, 2023: For the Three Month Period Ended Payment Date Dividends Per Share Total Amount Paid March 31, 2023 3/28/2023 $ 20.86 $ 3,650,500 June 30, 2023 6/27/2023 27.91 4,884,250 September 30, 2023 9/28/2023 29.12 5,096,000 December 31, 2023 12/22/2023 29.50 5,162,500 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share available for common stockholders (in thousands, except per share data): For the Year Ended December 31, 2023 2022 2021 Loss from continuing operations $ (113,040) $ (18,701) $ (30,284) Loss from discontinued operations, net of tax — (463) (7,317) Loss before preferred dividends and accretion of Series A Preferred Stock (113,040) (19,164) (37,601) Dividends and accretion of Series A Preferred Stock (29,220) — — Net loss attributable to common shareholders of Evolent Health, Inc. $ (142,260) $ (19,164) $ (37,601) Weighted-average common shares outstanding - basic and diluted 111,251 93,699 86,067 Loss per common share Basic and diluted: Continuing operations $ (1.28) $ (0.20) $ (0.35) Discontinued operations — — (0.09) Basic and diluted loss per share attributable to common shareholders of Evolent Health, Inc. $ (1.28) $ (0.20) $ (0.44) |
Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share | Anti-dilutive shares excluded from the calculation of weighted-average common shares presented above are presented below (in thousands): For the Year Ended December 31, 2023 2022 2021 Restricted stock units ("RSUs"), performance-based RSUs (“PSUs”) and leveraged stock units ("LSUs") 1,352 1,804 1,807 Stock options 794 1,769 2,036 Series A Preferred Stock 4,375 — — Convertible senior notes 6,808 9,574 12,602 Total 13,329 13,147 16,445 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule Of Supply Share Authorized Changes For The Equity-Based | The following table summarizes the Company’s additional shares authorized changes for the 2015 Plan (in thousands): Board Approval Date Shares Added Total Additional Shares Authorized May 1, 2015 6,000 6,000 June 13, 2018 4,525 10,500 April 15, 2021 4,910 15,400 April 20, 2023 4,000 19,400 November 2, 2023 8,000 27,400 |
Schedule of Stock-Based Compensation Expense | Total compensation expense by award type and line item in our consolidated financial statements was as follows (in thousands): For the Year Ended December 31, 2023 2022 2021 Award Type Stock options $ 74 $ 416 $ 1,337 RSUs 26,718 17,327 9,606 Performance-based RSUs 13,214 14,308 2,471 LSUs 495 1,930 3,297 Total compensation expense by award type $ 40,501 $ 33,981 $ 16,711 Line Item Cost of revenue $ 1,662 $ 4,387 $ 2,263 Selling, general and administrative expenses 38,839 29,594 14,448 Total compensation expense by financial statement line item $ 40,501 $ 33,981 $ 16,711 |
Schedule Of Unrecognized Compensation Expense | Total unrecognized compensation expense (in thousands) and expected weighted-average period (in years) by award type for all of our stock-based incentive plans were as follows: As of December 31, 2023 Unrecognized Compensation Expense Weighted Average Period (years) RSUs $ 42,132 1.39 PSUs 17,762 1.81 Total $ 59,894 |
Schedule of Stock Option Information | Information with respect to our stock options (in thousands), including weighted-average remaining contractual term (in years) and aggregate intrinsic value (in thousands) was as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of December 31, 2022 1,895 $ 10.40 3.24 $ 33,503 Exercised (1,237) 8.72 Forfeited — — Outstanding as of December 31, 2023 658 $ 13.23 4.99 $ 13,032 Vested and expected to vest after December 31, 2023 658 $ 13.23 4.99 $ 13,032 Exercisable as of December 31, 2023 658 $ 13.23 4.99 $ 13,032 |
Schedule of Performance-Based Stock Option Awards Activity | Information with respect to our performance-based stock options (shares and aggregate intrinsic value shown in thousands, weighted-average remaining contractual term shown in years) was as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of December 31, 2022 268 $ 10.27 4.16 $ 5,730 Exercised (162) 10.27 Outstanding as of December 31, 2023 106 10.27 2.17 2,401 Vested and expected to vest after December 31, 2023 106 $ 10.27 2.17 $ 2,401 |
Schedule of Restricted Stock Units Information | Information with respect to our RSUs (not including performance-based RSUs) is presented below (in thousands, except for weighted-average grant-date fair value): Total RSUs Weighted Average Grant Date Fair Value Outstanding as of December 31, 2022 2,268 $ 22.09 Granted 1,281 33.85 Forfeited (428) 27.64 Vested (969) 20.83 Outstanding as of December 31, 2023 2,152 $ 28.55 |
Schedule of Leveraged Stock Units Activity | Information with respect to our LSU awards (shares and aggregate intrinsic value shown in thousands, weighted-average remaining contractual term shown in years) was as follows: Leveraged Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of December 31, 2022 520 $ 9.15 7.24 $ 9,846 Change in achievement 520 9.15 Vested (1,040) 9.15 Outstanding as of December 31, 2023 — $ — 0.00 $ — |
Schedule of Price Assumptions for Performance Based Stock Units | The price assumptions used for our performance based stock unit awards were as follows: 1st Tranche 2nd Tranche Weighted-average fair value per performance based stock unit granted $ 20.64 $ 20.69 Assumptions: Expected term 2 years 3 years Expected volatility 89.5 % 77.7 % Risk-free interest rate 0.12 % 0.25 % Dividend yield — % — % |
Schedule Of Information Of Performance Based Stock Units | Information with respect to our performance based restricted stock unit awards (shares and aggregate intrinsic value shown in thousands, weighted-average remaining contractual term shown in years) was as follows: Performance Based Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of December 31, 2022 1,396 $ 24.30 8.72 $ 5,274 Granted 542 34.07 Change in achievement 72 26.60 Vested (343) 19.54 Forfeited (14) 31.77 Outstanding as of December 31, 2023 1,653 $ 30.53 8.42 $ 4,131 Vested and expected to vest after December 31, 2023 1,653 $ 30.53 8.42 $ 4,131 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Provision for Income Taxes | Our loss from continuing operations before income taxes (in thousands) was as follows: For the Year Ended December 31, 2023 2022 2021 Domestic $ (206,344) $ (66,055) $ (32,719) Foreign 3,939 3,978 2,918 Loss from continuing operations before income taxes $ (202,405) $ (62,077) $ (29,801) |
Schedule of Components of Income Tax Expense (Benefit) | Components of income tax expense (benefit) (in thousands) consist of the following: For the Year Ended December 31, 2023 2022 2021 Current Federal $ — $ (875) $ (1,469) State and local 2,855 1,788 1,449 Foreign 1,034 1,318 1,027 Total current tax expense 3,889 2,231 1,007 Deferred Federal (42,156) 5,055 (5,866) State and local (12,822) (2,790) (4,021) Foreign 510 92 (493) Total deferred tax expense (benefit) (54,468) 2,357 (10,380) Change in valuation allowance (38,786) (47,964) 9,856 Total tax expense (benefit) $ (89,365) $ (43,376) $ 483 |
Schedule of Reconciliation of the U.S. Statutory Tax Rate to our Effective Tax Rate | A reconciliation of the U.S. statutory tax rate to our effective tax rate is presented below: For the Year Ended December 31, 2023 2022 2021 U.S. statutory tax rate 21.0 % 21.0 % 21.0 % U.S. state income taxes, net of U.S. federal tax benefit 3.0 % (0.6) % 1.9 % Foreign earnings at other than U.S. rates (0.3) % (0.8) % 0.3 % Change in valuation allowance 19.2 % 77.3 % (33.1) % Contingent consideration adjustments (1.2) % (0.1) % (1.0) % Non-deductible excess compensation (6.8) % (27.8) % (10.1) % Excess tax benefits on stock-based compensation 7.1 % 12.2 % 8.1 % Convertible debt extinguishment — % (3.4) % (1.5) % Change in uncertain tax positions (0.5) % (1.1) % 0.2 % Nondeductible transaction costs (0.2) % (1.7) % — % Change in state rate 2.2 % 5.2 % 6.8 % Return to provision (0.1) % (1.1) % 6.6 % Tax sharing settlement — % — % (1.1) % Tax receivable agreement (0.9) % (9.1) % — % Research and development tax credit - federal 1.7 % — % — % Other, net — % (0.1) % 0.3 % Effective tax rate 44.2 % 69.9 % (1.6) % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities (in thousands) were as follows: As of December 31, 2023 2022 Deferred Tax Assets Start-up and organizational costs $ 59 $ 84 Goodwill 17,501 12,281 Operating lease liabilities 10,015 16,362 Accrued expenses 11,530 9,326 Stock based compensation 3,283 1,263 Net operating loss carryforwards 123,147 131,317 Federal and state research tax credits 4,467 1,828 Fixed assets 666 393 Interest deduction limitation 20,460 7,089 Outside basis differences 70 650 Other 7,417 6,677 Subtotal 198,615 187,270 Valuation allowance (32,004) (70,790) Total deferred tax assets 166,611 116,480 Deferred Tax Liabilities Internally developed software costs 5,697 11,173 Intangible assets 165,742 89,784 Right-of-use assets - Operating 1,884 12,696 Contract fulfillment costs 3,030 4,501 Other 2,606 2,136 Total deferred tax liabilities 178,959 120,290 Net deferred tax liabilities $ (12,348) $ (3,810) Changes in our valuation allowance (in thousands) were as follows: For the Year Ended December 31, 2023 2022 Balance at beginning-of-year $ 70,790 $ 101,345 Credited to costs and expenses (38,786) (47,964) Charged to other accounts (1) — 17,409 Balance at end-of-year $ 32,004 $ 70,790 ______________ (1) Amounts charged to other accounts includes $17.3 million charged to shareholders’ equity and $0.1 million charged to discontinued operations for the year ended December 31, 2022. |
Schedule of Changes in Unrecognized Tax Benefits | Changes in our unrecognized tax benefits (in thousands) were as follows: For the Year Ended December 31, 2023 2022 2021 Balance at beginning-of-year $ 1,624 $ 609 $ 678 Gross increases - tax positions in prior period 7 616 — Gross increases - tax positions in current period 969 399 — Lapse of statute of limitations — — (69) Balance at end-of-year $ 2,600 $ 1,624 $ 609 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities on Recurring Basis | The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 83,600 $ 83,600 Total fair value of liabilities measured on a recurring basis $ — $ — $ 83,600 $ 83,600 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 78,000 $ 78,000 Total fair value of liabilities measured on a recurring basis $ — $ — $ 78,000 $ 78,000 |
Schedule of Changes in Contingent Consideration Measured at Fair Value | The changes in our liabilities measured at fair value for which the Company uses Level 3 inputs to determine fair value are as follows (in thousands): For the Year Ended December 31, 2023 2022 Balance as of beginning of period $ 78,000 $ 28,700 Additions 70,200 75,000 Settlements (82,584) — Total (gain) loss, net 17,984 (25,700) Balance as of end of period $ 83,600 $ 78,000 |
Schedule of Valuation Techniques and Significant Unobservable Inputs | The following table summarizes the fair value (in thousands), valuation techniques and significant unobservable inputs of our Level 3 fair value measurements as of the periods presented: December 31, 2023 Fair Valuation Significant Assumption or Value Technique Unobservable Inputs Input Ranges Contingent consideration $ 83,600 N/A Contractual terms $ 83,600 December 31, 2022 Fair Valuation Significant Assumption or Value Technique Unobservable Inputs Input Ranges Contingent consideration $ 78,000 Real options approach Risk-neutral expected earnout consideration $ 77,946 Weighted average discount rate 9.85% - 10.01% |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties | The following table presents assets and liabilities attributable to our related parties (in thousands): December 31, 2023 2022 Assets Accounts receivable, net $ 8,045 $ 8,787 Liabilities Accounts payable $ 390 $ 27 Accrued liabilities — 192 The following table presents revenues and expenses attributable to our related parties (in thousands): For the Year Ended December 31, 2023 2022 2021 Revenue $ 192,176 $ 154,591 $ 45,082 Expenses Cost of revenue 162,589 128,308 3,063 Selling, general and administrative expenses 2,464 1,507 285 |
Repositioning and Other Chang_2
Repositioning and Other Changes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Costs Associated with the Repositioning Plan | The following table provides a summary of our total costs associated with our repositioning plans for the years ended December 31, 2023, 2022 and 2021, by major type of cost (in thousands): For the Year Ended December 31, Total Amount Expected to be Incurred in the 2023 Repositioning Plan 2023 2022 2021 Severance and termination benefits $ 8,564 $ — $ 185 $ 10,562 Dedicated employee costs 6,900 — — 8,929 Professional services 12,910 — 4,391 15,174 Office space consolidation 6,862 — 2,742 $ 10,362 Total $ 35,236 $ — $ 7,318 $ 45,027 |
Reserves for Claims and Perfo_2
Reserves for Claims and Performance-Based Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Insurance [Abstract] | |
Schedule of Activity in Claims Reserves and Performance - Based Arrangements | Activity in reserves for claims and performance-based arrangements was as follows (in thousands): For the Year Ended December 31, 2023 2022 Balance, beginning of period $ 199,730 $ 171,294 Incurred health care costs: Current year to date period 928,013 605,757 Prior year to date period (36,925) (11,512) Total claims incurred 891,088 594,245 Claims paid related to: Current year to date period (549,691) (427,994) Prior year to date period (137,079) (137,815) Total claims paid (686,770) (565,809) Balance, end of period $ 404,048 $ 199,730 |
Quarterly Results of Operatio_2
Quarterly Results of Operations (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Quarterly Financial Data [Abstract] | |
Unaudited consolidated quarterly results of operations | The unaudited consolidated quarterly results of operations (in thousands, except per share data) were as follows: For the Three Months Ended December 31 September 30 June 30 March 31 2023 Total revenue $ 556,055 $ 511,015 $ 469,136 $ 427,690 Total operating expenses 577,405 528,953 490,704 438,045 Loss before preferred dividends and accretion of Series A Preferred Stock (33,411) (25,324) (34,323) (19,982) Dividends and accretion of Series A Preferred Stock (7,984) (7,872) (7,088) (6,276) Net loss attributable to common shareholders of Evolent Health, Inc. (41,395) (33,196) (41,411) (26,258) Loss per common share For the Three Months Ended December 31 September 30 June 30 March 31 Basic and diluted $ (0.36) $ (0.30) $ (0.37) $ (0.24) 2022 Total revenue $ 382,432 $ 352,585 $ 319,939 $ 297,057 Total operating expenses 384,310 339,634 324,572 299,855 Net income (loss) from continuing operations (11,349) 2,123 (4,125) (5,350) Net loss from discontinued operations, net of tax — — (463) — Net income (loss) attributable to common shareholders of Evolent Health, Inc. (11,349) 2,123 (4,588) (5,350) Income (loss) per common share Basic and diluted $ (0.11) $ 0.02 $ (0.05) $ (0.06) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following represents supplemental cash flow information (in thousands): For the Year Ended December 31, 2023 2022 2021 Supplemental Disclosure of Non-cash Investing and Financing Activities Accrued property and equipment purchases $ 137 $ 573 $ 784 Increase/decrease to goodwill from measurement period adjustments/business combinations 2,333 — — Class A common stock issued for payment of earn-outs 28,551 — 450 Accrued deferred financing costs 529 450 — Gain from transfer of membership — — (22,969) Class A common stock issued in connection with business combinations 261,271 130,175 56,626 Class A common stock issued in connection with debt repayment 23,073 101,999 28,492 Consideration for asset acquisition or business combinations — — 14,600 Accrued net working capital adjustment with business combinations 1,098 791 — Effects of Leases Operating cash flows from operating leases (12,844) 14,087 13,845 Leased assets disposed of (obtained in) exchange for operating lease liabilities (27,327) 4,308 (2,583) Supplemental Disclosures Cash paid for interest (53,591) (6,269) (7,113) Cash paid for taxes, net (4,892) (1,397) (551) |
Organization (Details)
Organization (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of reportable segments | segment | 1 | 2 |
Cash and cash equivalents | $ | $ 192,825 | $ 188,200 |
Basis of Presentation, Summar_4
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principles - Schedule of Restricted Cash and Restricted Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash and restricted investments | $ 30,632 | $ 26,958 |
Current restricted cash | 13,768 | 14,492 |
Total current restricted cash and restricted investments | 13,768 | 14,492 |
Non-current restricted cash | 16,864 | 12,466 |
Total non-current restricted cash and restricted investments | 16,864 | 12,466 |
Collateral for letters of credit for facility leases | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash and restricted investments | 2,132 | 2,269 |
Collateral with financial institutions | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash and restricted investments | 16,237 | 10,912 |
Claims processing services | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash and restricted investments | $ 12,263 | $ 13,777 |
Basis of Presentation, Summar_5
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principles - Schedule of Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 192,825 | $ 188,200 | ||
Restricted cash and restricted investments | 30,632 | 26,958 | ||
Total cash and cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ 223,457 | $ 215,158 | $ 354,942 | $ 361,581 |
Basis of Presentation, Summar_6
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principles - Estimated Useful Life of Property, Plant and Equipment (Details) | Dec. 31, 2023 |
Computer hardware | |
Property and Equipment [Line Items] | |
Useful life | 3 years |
Computer software | |
Property and Equipment [Line Items] | |
Useful life | 1 year |
Furniture and equipment | Minimum | |
Property and Equipment [Line Items] | |
Useful life | 3 years |
Furniture and equipment | Maximum | |
Property and Equipment [Line Items] | |
Useful life | 7 years |
Internal-use software development costs | |
Property and Equipment [Line Items] | |
Useful life | 5 years |
Basis of Presentation, Summar_7
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principles - Schedule of Estimated Useful Lives Assets (Details) | Dec. 31, 2023 |
Corporate trade name | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 1 year |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 11 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 25 years |
Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 5 years |
Provider network contracts | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 3 years |
Provider network contracts | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 5 years |
Basis of Presentation, Summar_8
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principles - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) option payment reportingUnit $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Jan. 20, 2023 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of reporting units | reportingUnit | 1 | |||
Accounts receivable netted against claims payable | 57% | 47% | ||
Accounts receivable, net eligible for net basis settlement | 16% | |||
Number of leases option | option | 1 | |||
Right-of-use assets impairment | $ 24,065 | $ 0 | $ 0 | |
Loss on termination of lease | $ 6,500 | |||
Number of lease termination payment | payment | 2 | |||
Termination payment paid | $ 3,250 | |||
Preferred class A common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Series A Preferred Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Preferred class A common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Expiration period | 10 years | |||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years |
Recently Issued Accounting St_2
Recently Issued Accounting Standards (Details) - USD ($) | Dec. 31, 2023 | Oct. 13, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' equity | $ 1,067,701,000 | $ 859,417,000 | ||||
2024 Notes | Senior Notes | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Long-term debt, net | $ 0 | |||||
Retained Earnings | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' equity | (719,194,000) | (606,154,000) | $ (626,779,000) | $ (589,178,000) | ||
Retained Earnings | Cumulative-effect adjustment from adoption of ASC 2020-06 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' equity | 39,789,000 | |||||
Additional Paid-In Capital | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' equity | $ 1,808,121,000 | $ 1,486,857,000 | 1,340,989,000 | $ 1,229,320,000 | ||
Additional Paid-In Capital | Cumulative-effect adjustment from adoption of ASC 2020-06 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' equity | $ (106,172,000) | |||||
Accounting Standards Update 2020-06 | Cumulative-effect adjustment from adoption of ASC 2020-06 | 2024 Notes | Senior Notes | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Long-term debt, net | $ 25,100,000 | |||||
Accounting Standards Update 2020-06 | Cumulative-effect adjustment from adoption of ASC 2020-06 | 2025 Notes | Senior Notes | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Long-term debt, net | 41,300,000 | |||||
Accounting Standards Update 2020-06 | Retained Earnings | Cumulative-effect adjustment from adoption of ASC 2020-06 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' equity | 39,800,000 | |||||
Accounting Standards Update 2020-06 | Additional Paid-In Capital | Cumulative-effect adjustment from adoption of ASC 2020-06 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' equity | $ (106,200,000) |
Transactions - Narrative (Detai
Transactions - Narrative (Details) - USD ($) shares in Millions | 3 Months Ended | 12 Months Ended | ||||||||
Jan. 20, 2023 | Aug. 01, 2022 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Business Acquisition [Line Items] | ||||||||||
Cash | $ 388,246,000 | $ 248,111,000 | $ 49,012,000 | |||||||
Discrete tax benefit | 89,365,000 | 43,376,000 | (483,000) | |||||||
Revenue | [1] | 1,963,896,000 | 1,352,013,000 | 907,957,000 | ||||||
Net income | $ (33,411,000) | $ (25,324,000) | $ (34,323,000) | $ (19,982,000) | $ (113,040,000) | (19,164,000) | $ (37,601,000) | |||
Corporate trade name | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible asset, useful life | 1 year | 1 year | ||||||||
NIA | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total consideration | $ 715,694,000 | |||||||||
Cash | 387,823,000 | |||||||||
Fair value of Class A common stock issued | 261,271,000 | |||||||||
Contingent consideration arrangements (up to) | $ 150,000,000 | |||||||||
Percentage of contingent consideration allowed to be paid in equity interest (up to) | 50% | |||||||||
Contingent consideration | $ 66,600,000 | |||||||||
Goodwill, expected tax deductible amount | $ 0 | |||||||||
Discrete tax benefit | $ 56,100,000 | |||||||||
Revenue | 242,100,000 | |||||||||
Net income | $ 100,000 | |||||||||
NIA | Customer relationships | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible asset, useful life | 15 years | |||||||||
NIA | Technology | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible asset, useful life | 5 years | |||||||||
NIA | Corporate trade name | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible asset, useful life | 2 years | |||||||||
NIA | Common Class A | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Equity interest issued or issuable, number of shares (in shares) | 8.5 | |||||||||
IPG | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total consideration | $ 461,663,000 | |||||||||
Cash | $ 256,488,000 | |||||||||
Equity interest issued or issuable, number of shares (in shares) | 3.7 | |||||||||
Fair value of Class A common stock issued | $ 130,175,000 | |||||||||
Contingent consideration arrangements (up to) | 87,000,000 | |||||||||
Contingent consideration | 75,000,000 | |||||||||
Goodwill, expected tax deductible amount | $ 0 | |||||||||
Discrete tax benefit | $ 46,800,000 | |||||||||
Voting interests acquired | 100% | |||||||||
IPG | Customer relationships | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible asset, useful life | 20 years | |||||||||
IPG | Technology | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible asset, useful life | 5 years | |||||||||
IPG | Corporate trade name | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible asset, useful life | 15 years | |||||||||
[1] See Note 20 for amounts attributable to unconsolidated related parties included in these line items. |
Transactions - Schedule of Allo
Transactions - Schedule of Allocation of Purchase Price and Net Assets Acquired (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | ||||
Jan. 20, 2023 | Aug. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Purchase consideration: | ||||||
Cash | $ 388,246 | $ 248,111 | $ 49,012 | |||
Liabilities assumed: | ||||||
Goodwill | $ 1,116,542 | 1,116,542 | $ 722,774 | $ 426,297 | ||
Measurement period adjustment | 971 | |||||
Goodwill disposal | $ 2,363 | |||||
NIA | ||||||
Purchase consideration: | ||||||
Cash | $ 387,823 | |||||
Fair value of Class A common stock issued | 261,271 | |||||
Fair value of contingent consideration | 66,600 | |||||
Total consideration | 715,694 | |||||
Tangible assets acquired: | ||||||
Accounts receivable | 28,065 | |||||
Prepaid expenses and other current assets | 675 | |||||
Total tangible assets acquired | 28,740 | |||||
Identifiable intangible assets acquired: | ||||||
Total identifiable intangible assets acquired | 404,000 | |||||
Liabilities assumed: | ||||||
Accrued liabilities | 5,409 | |||||
Accrued compensation and employee benefits | 6,173 | |||||
Deferred tax liabilities, net | 100,486 | |||||
Deferred revenue | 142 | |||||
Total liabilities assumed | 112,210 | |||||
Goodwill | 395,164 | |||||
Net assets acquired | 715,694 | |||||
Measurement period adjustment | $ 1,000 | |||||
NIA | Customer relationships | ||||||
Identifiable intangible assets acquired: | ||||||
Total identifiable intangible assets acquired | 345,100 | |||||
NIA | Technology | ||||||
Identifiable intangible assets acquired: | ||||||
Total identifiable intangible assets acquired | 50,700 | |||||
NIA | Corporate trade name | ||||||
Identifiable intangible assets acquired: | ||||||
Total identifiable intangible assets acquired | $ 8,200 | |||||
IPG | ||||||
Purchase consideration: | ||||||
Cash | $ 256,488 | |||||
Fair value of Class A common stock issued | 130,175 | |||||
Fair value of contingent consideration | 75,000 | |||||
Total consideration | 461,663 | |||||
Tangible assets acquired: | ||||||
Accounts receivable | 34,155 | |||||
Prepaid expenses and other current assets | 636 | |||||
Other non-current assets | 1,393 | |||||
Total tangible assets acquired | 36,184 | |||||
Identifiable intangible assets acquired: | ||||||
Total identifiable intangible assets acquired | 195,700 | |||||
Liabilities assumed: | ||||||
Accounts payable | 7,997 | |||||
Accrued liabilities | 8,083 | |||||
Accrued compensation and employee benefits | 423 | |||||
Deferred tax liabilities, net | 48,671 | |||||
Deferred revenue | 321 | |||||
Operating lease liabilities | 1,323 | |||||
Total liabilities assumed | 66,818 | |||||
Goodwill | 296,597 | |||||
Net assets acquired | 461,663 | |||||
IPG | Customer relationships | ||||||
Identifiable intangible assets acquired: | ||||||
Total identifiable intangible assets acquired | 154,000 | |||||
IPG | Technology | ||||||
Identifiable intangible assets acquired: | ||||||
Total identifiable intangible assets acquired | 23,900 | |||||
IPG | Corporate trade name | ||||||
Identifiable intangible assets acquired: | ||||||
Total identifiable intangible assets acquired | $ 17,800 |
Transactions - Schedule of Pro
Transactions - Schedule of Pro Forma Adjustments (Details) - NIA - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 556,055 | $ 1,975,321 | $ 1,607,311 | $ 1,135,126 |
Net loss attributable to common shareholders of Evolent Health, Inc. | $ (41,395) | $ (137,210) | $ (76,406) | $ (103,442) |
Discontinued Operations - Summa
Discontinued Operations - Summary of Results of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Expenses | |||||
Net loss | $ 0 | $ 0 | $ (463) | $ 0 | |
Discontinued Operations, Disposed of by Sale | True Health | |||||
Revenue | |||||
Revenue | $ 44,833 | ||||
Expenses | |||||
Cost of revenue (exclusive of depreciation and amortization expenses presented separately below) | 5,885 | ||||
Claims expenses | 33,954 | ||||
Selling, general and administrative expenses | 5,764 | ||||
Depreciation and amortization expenses | 160 | ||||
Total operating expenses | 45,763 | ||||
Operating loss | (930) | ||||
Interest income | 112 | ||||
Interest expense | (4) | ||||
Other loss | (25) | ||||
Loss before income taxes and non-controlling interests | (847) | ||||
Provision for income taxes | (326) | ||||
Net loss | (521) | ||||
Discontinued Operations, Disposed of by Sale | True Health | Platform and operations | |||||
Revenue | |||||
Revenue | 38 | ||||
Discontinued Operations, Disposed of by Sale | True Health | Premiums | |||||
Revenue | |||||
Revenue | 44,795 | ||||
Discontinued Operations, Disposed of by Sale | True Health | Services Agreements | |||||
Expenses | |||||
Cost of revenue (exclusive of depreciation and amortization expenses presented separately below) | 2,800 | ||||
Selling, general and administrative expenses | $ 1,100 |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Cash Flows (Details) - True Health - Discontinued Operations, Disposed of by Sale $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash flows provided by operating activities | $ 5,002 |
Cash flows (used in) provided by investing activities | $ (2,494) |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Disaggregation of Revenue [Line Items] | ||||
Revenue | [1] | $ 1,963,896 | $ 1,352,013 | $ 907,957 |
Evolent Health Services Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,963,896 | 1,352,013 | 907,957 | |
Evolent Health Services Segment | Performance Suite | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,214,661 | 808,642 | 550,959 | |
Evolent Health Services Segment | Specialty Technology and Services Suite | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 296,366 | 51,898 | 42,501 | |
Evolent Health Services Segment | Administrative Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 296,244 | 407,523 | 309,803 | |
Evolent Health Services Segment | Cases | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 156,625 | 83,950 | 4,694 | |
Evolent Health Services Segment | Medicaid | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 785,053 | 559,362 | 421,069 | |
Evolent Health Services Segment | Medicare | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 708,853 | 458,413 | 407,331 | |
Evolent Health Services Segment | Commercial and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 469,990 | $ 334,238 | $ 79,557 | |
[1] See Note 20 for amounts attributable to unconsolidated related parties included in these line items. |
Revenue Recognition - Transacti
Revenue Recognition - Transaction Price Allocated to the Remaining Performance Obligations (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Performance obligation | $ 44.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | December 31, 2024 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 58% |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | December 31, 2025 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 100% |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Short-term receivables | $ 446,220 | $ 246,209 | |
Short-term deferred revenue | 5,976 | 5,758 | |
Long-term deferred revenue | 1,173 | 2,533 | |
Deferred revenue | |||
Balance as of beginning-of-period | 8,291 | ||
Reclassification to revenue, as a result of performance obligations satisfied | (5,742) | ||
Cash received in advance of satisfaction of performance obligations | 4,600 | ||
Balance as of end of period | 7,149 | 8,291 | |
Revenue | 6,300 | 1,300 | |
Revenue recognized from performed obligations | $ 37,200 | $ 36,300 | $ 28,300 |
Revenue Recognition - Contract
Revenue Recognition - Contract Costs Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Capitalized Contract Cost [Line Items] | |||
Contract cost amortization | $ 10,944 | $ 23,056 | $ 13,041 |
Amortization period | 5 years | ||
Bonuses and Commissions | |||
Capitalized Contract Cost [Line Items] | |||
Contract cost assets | $ 2,800 | 3,400 | |
Contract cost amortization | 1,800 | 3,000 | 1,900 |
Contract Fulfillment Costs | |||
Capitalized Contract Cost [Line Items] | |||
Contract cost assets | 9,300 | 14,100 | |
Contract cost amortization | $ 9,200 | $ 20,100 | $ 11,100 |
Credit Losses - Narrative (Deta
Credit Losses - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts Receivable, Noncurrent, Past Due [Line Items] | |||
Percentage of receivables, current | 54% | 67% | |
Accounts receivable, net | $ 472,400 | $ 269,100 | |
Allowance for doubtful accounts, current | $ 16,361 | $ 10,180 | $ 3,374 |
Past due less than 60 days | |||
Accounts Receivable, Noncurrent, Past Due [Line Items] | |||
Percentage of receivables, past due | 17% | 21% | |
Past due less than 120 days | |||
Accounts Receivable, Noncurrent, Past Due [Line Items] | |||
Percentage of receivables, past due | 26% | 29% |
Credit Losses - Schedule of Cha
Credit Losses - Schedule of Changes in Allowance for Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance as of beginning of period | $ (10,180) | $ (3,374) |
Acquisitions | (240) | (5,269) |
Provision for credit losses | (10,773) | (2,740) |
Charge-offs | 4,832 | 1,203 |
Balance as of end of period | $ (16,361) | $ (10,180) |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment [Line Items] | |||
Total property and equipment | $ 236,763 | $ 238,351 | |
Accumulated depreciation and amortization expenses | (158,569) | (150,477) | |
Total property and equipment, net | 78,194 | 87,874 | |
Net capitalized internal-use software development costs | 70,900 | 73,700 | |
Depreciation expense | 32,400 | 32,000 | $ 30,600 |
Capitalized computer software, amortization | 26,700 | 27,000 | 26,500 |
Computer hardware | |||
Property and Equipment [Line Items] | |||
Total property and equipment | 21,501 | 30,092 | |
Furniture and equipment | |||
Property and Equipment [Line Items] | |||
Total property and equipment | 1,297 | 4,214 | |
Internal-use software development costs | |||
Property and Equipment [Line Items] | |||
Total property and equipment | 212,913 | 189,119 | |
Capitalized computer software additions | 23,800 | 29,500 | $ 22,500 |
Leasehold improvements | |||
Property and Equipment [Line Items] | |||
Total property and equipment | $ 1,052 | $ 14,926 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Narrative (Details) | 12 Months Ended | |||
Oct. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) reportingUnit | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Goodwill [Line Items] | ||||
Number of reporting units | reportingUnit | 1 | |||
Goodwill impairment | $ 0 | |||
Amortization of intangible assets | $ 91,000,000 | $ 35,200,000 | $ 29,400,000 | |
Discontinued Operations, Disposed of by Sale | True Health | ||||
Goodwill [Line Items] | ||||
Amortization of intangible assets | $ 200,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Change in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Balance as of beginning of period | $ 722,774 | $ 426,297 |
Goodwill acquired | 395,164 | 296,597 |
Measurement period adjustment | 971 | |
Goodwill disposal | (2,363) | |
Foreign currency translation | (4) | (120) |
Balance as of end of period | $ 1,116,542 | $ 722,774 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 1,039,920 | $ 640,510 | |
Accumulated Amortization | 287,911 | 197,726 | |
Total future amortization of intangible assets | 752,009 | 442,784 | |
Amortization of intangible assets | 91,000 | $ 35,200 | $ 29,400 |
Discontinued Operations, Disposed of by Sale | True Health | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 200 | ||
Corporate trade name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Remaining Useful Life | 1 year | 12 years 8 months 12 days | |
Gross Carrying Amount | $ 51,965 | $ 43,600 | |
Accumulated Amortization | 30,288 | 11,726 | |
Total future amortization of intangible assets | $ 21,677 | $ 31,874 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Remaining Useful Life | 14 years 6 months | 15 years 9 months 18 days | |
Gross Carrying Amount | $ 806,668 | $ 465,019 | |
Accumulated Amortization | 139,150 | 92,760 | |
Total future amortization of intangible assets | $ 667,518 | $ 372,259 | |
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Remaining Useful Life | 3 years 9 months 18 days | 2 years 8 months 12 days | |
Gross Carrying Amount | $ 162,015 | $ 111,822 | |
Accumulated Amortization | 101,566 | 80,255 | |
Total future amortization of intangible assets | $ 60,449 | $ 31,567 | |
Below market lease, net | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Remaining Useful Life | 0 years | 3 months 18 days | |
Gross Carrying Amount | $ 1,218 | $ 1,218 | |
Accumulated Amortization | 1,218 | 1,151 | |
Total future amortization of intangible assets | $ 0 | $ 67 | |
Provider network contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Remaining Useful Life | 1 year 1 month 6 days | 1 year 3 months 18 days | |
Gross Carrying Amount | $ 18,054 | $ 18,851 | |
Accumulated Amortization | 15,689 | 11,834 | |
Total future amortization of intangible assets | $ 2,365 | $ 7,017 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Schedule of Future Estimated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 86,903 | |
2025 | 63,360 | |
2026 | 62,939 | |
2027 | 60,198 | |
2028 | 47,751 | |
Thereafter | 430,858 | |
Total future amortization of intangible assets | $ 752,009 | $ 442,784 |
Long-term Debt - Schedule of Co
Long-term Debt - Schedule of Convertible Debt (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) shares $ / shares | Aug. 31, 2020 USD ($) | Oct. 31, 2018 USD ($) | |
2029 Notes | |||
Debt Instrument [Line Items] | |||
Debt issuance costs | $ 11,600 | ||
Senior Notes | 2024 Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount at issuance | $ 117,100 | ||
Interest rate | 3.50% | ||
Senior Notes | 2025 Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount at issuance | $ 172,500 | $ 172,500 | |
Interest rate | 1.50% | 1.50% | |
Debt issuance costs | $ 5,929 | ||
Net proceeds | $ 166,571 | ||
Initial conversion rate per $1,000 of principal | 0.0299135 | ||
Initial conversion price (in dollars per share) | $ / shares | $ 33.43 | ||
Initial conversion amount (in shares) | shares | 5,160 | ||
Carrying value | $ 170,171 | ||
Unamortized debt discount and issuance costs | 2,329 | ||
Outstanding principal | $ 172,500 | ||
Remaining amortization period (years) | 1 year 9 months 18 days | ||
Senior Notes | 2025 Notes | Level 2 | |||
Debt Instrument [Line Items] | |||
Fair value | $ 197,226 | ||
Senior Notes | 2029 Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount at issuance | $ 402,500 | ||
Interest rate | 3.50% | ||
Debt issuance costs | $ 11,598 | ||
Net proceeds | $ 390,902 | ||
Initial conversion rate per $1,000 of principal | 0.0263125 | ||
Initial conversion price (in dollars per share) | $ / shares | $ 38 | ||
Initial conversion amount (in shares) | shares | 15,092 | ||
Carrying value | $ 391,024 | ||
Unamortized debt discount and issuance costs | 11,476 | ||
Outstanding principal | $ 402,500 | ||
Remaining amortization period (years) | 5 years 10 months 24 days | ||
Senior Notes | 2029 Notes | Level 2 | |||
Debt Instrument [Line Items] | |||
Fair value | $ 476,717 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||||||
Aug. 02, 2023 | Jan. 20, 2023 USD ($) day | Aug. 18, 2022 shares | Aug. 11, 2022 USD ($) | Aug. 01, 2022 USD ($) | Dec. 31, 2023 USD ($) | Aug. 31, 2022 USD ($) | Oct. 31, 2018 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 13, 2023 USD ($) | Aug. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||
Loss on extinguishment/repayment of debt, net | $ 21,010,000 | $ 10,192,000 | $ 21,343,000 | ||||||||||
Commitment fee percentage | 0.50% | ||||||||||||
Line of Credit | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 240,000,000 | $ 175,000,000 | |||||||||||
Closing fee percentage | 3% | 2% | |||||||||||
Number of days prior to any junior debt maturity | day | 91 | ||||||||||||
Line of Credit | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 6% | ||||||||||||
Line of Credit | Secured Debt | Base Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 5% | ||||||||||||
Line of Credit | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 415,000,000 | $ 415,000,000 | |||||||||||
Maximum borrowing capacity | $ 25,000,000 | $ 50,000,000 | |||||||||||
Closing fee percentage | 3% | 2% | |||||||||||
Repayments of long-term lines of credit | 434,800,000 | ||||||||||||
Cash paid for interest | 9,100,000 | ||||||||||||
Prepayment premium | 10,700,000 | ||||||||||||
Outstanding principal | 37,500,000 | 37,500,000 | |||||||||||
Line of Credit | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 4% | ||||||||||||
Line of Credit | Revolving Credit Facility | Base Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 3% | ||||||||||||
Line of Credit | 2022 Credit Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Prepayment penalty prior to first anniversary of closing date (in percent) | 3% | ||||||||||||
Prepayment penalty after first anniversary of closing date but prior to second anniversary of closing date (in percent) | 2% | ||||||||||||
Prepayment penalty after second anniversary of closing date but prior to third anniversary of closing date (in percent) | 1% | ||||||||||||
Prepayment penalty on or after third anniversary of closing date (in percent) | 0% | ||||||||||||
2024 Notes | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 117,100,000 | ||||||||||||
Interest rate | 3.50% | ||||||||||||
Long-term debt, net | $ 0 | ||||||||||||
Aggregate principal amount | $ 92,800,000 | $ 23,300,000 | |||||||||||
Debt conversion issued (in shares) | shares | 5,394,165 | 1,300,000 | |||||||||||
Loss on extinguishment/repayment of debt, net | $ 10,200,000 | ||||||||||||
Repurchase covenant, repurchase price due to fundamental change as percentage of principal amount | 100% | ||||||||||||
Repayments of debt | $ 1,000,000 | ||||||||||||
2024 Notes | Senior Notes | Common Class A | Class A Common Stock | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Initial conversion rate per $1,000 of principal | 0.0556153 | ||||||||||||
2025 Notes | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 172,500,000 | $ 172,500,000 | $ 172,500,000 | ||||||||||
Interest rate | 1.50% | 1.50% | 1.50% | ||||||||||
Initial conversion amount (in shares) | shares | 5,160,000 | ||||||||||||
Initial conversion rate per $1,000 of principal | 0.0299135 | ||||||||||||
Debt issuance costs | $ 5,929,000 | $ 5,929,000 | |||||||||||
Unamortized debt discount and issuance costs | 2,329,000 | 2,329,000 | |||||||||||
3.50% Convertible Senior Notes Due 2029 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 402,500,000 | $ 402,500,000 | |||||||||||
Interest rate | 3.50% | 3.50% | |||||||||||
Senior Convertible Notes Due 2029 And 2025 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Initial conversion amount (in shares) | shares | 20,300,000 | ||||||||||||
Senior Convertible Notes | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, repurchase price due to fundamental change as percentage of principal amount | 100% | ||||||||||||
Repurchase covenant, sale price as a percentage of conversion price | 130% | ||||||||||||
Repurchase covenant, trading days, minimum | 20 days | ||||||||||||
Consecutive trading days, minimum | 30 days | ||||||||||||
Repurchase covenant, repurchase price due to change in sale price as percentage of conversion price | 100% | ||||||||||||
2029 Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt issuance costs | $ 11,600,000 | $ 11,600,000 | |||||||||||
2029 Notes | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 402,500,000 | $ 402,500,000 | |||||||||||
Interest rate | 3.50% | 3.50% | |||||||||||
Initial conversion amount (in shares) | shares | 15,092,000 | ||||||||||||
Initial conversion rate per $1,000 of principal | 0.0263125 | ||||||||||||
Debt instrument, issue price, percentage | 100% | ||||||||||||
Proceeds from secured lines of credit | $ 390,900,000 | ||||||||||||
Debt issuance costs | 11,598,000 | $ 11,598,000 | |||||||||||
Unamortized debt discount and issuance costs | $ 11,476,000 | 11,476,000 | |||||||||||
2022 Credit Agreement | Line of Credit | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayments of long-term lines of credit | 37,500,000 | ||||||||||||
2022 Credit Agreement | Line of Credit | Term Loan Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayments of long-term lines of credit | $ 415,000,000 | ||||||||||||
2022 Credit Agreement | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Unamortized debt discount and issuance costs | $ 14,600,000 |
Long-term Debt - Schedule of De
Long-term Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Amortization of Debt Issuance costs | $ 3,812 | $ 2,302 | $ 18,045 |
Total Exp | 54,205 | 15,572 | 25,425 |
2029 Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest Expense | 900 | ||
Amortization of Debt Issuance costs | 122 | ||
Total Exp | 1,022 | ||
2022 Credit Agreement | Line of Credit | |||
Debt Instrument [Line Items] | |||
Interest Expense | 46,538 | 7,939 | |
Amortization of Debt Issuance costs | 2,256 | 433 | |
Total Exp | 48,794 | 8,372 | |
2024 Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest Expense | 367 | 2,743 | 4,097 |
Amortization of Debt Issuance costs | 148 | 592 | 7,899 |
Total Exp | 515 | 3,335 | 11,996 |
2025 Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest Expense | 2,588 | 2,588 | 2,632 |
Amortization of Debt Issuance costs | 1,286 | 1,277 | 9,966 |
Total Exp | $ 3,874 | $ 3,865 | 12,598 |
2019 Credit Agreement | Line of Credit | |||
Debt Instrument [Line Items] | |||
Interest Expense | 161 | ||
Amortization of Debt Issuance costs | 0 | ||
Total Exp | 161 | ||
2021 Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest Expense | 490 | ||
Amortization of Debt Issuance costs | 180 | ||
Total Exp | $ 670 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) customer | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Automatic extension period | 1 year | |||
Automatic extension after each period | 1 year | |||
Percent of tax savings to be paid | 85% | |||
Recognition of remaining TRA liability | $ 61,982 | $ 45,950 | $ 0 | |
Tax receivables agreement liability | $ 107,932 | 45,950 | ||
Percentage of cash and cash equivalents held with FDIC participating bank | 98.60% | |||
Total restricted cash and restricted investments | $ 223,457 | 215,158 | $ 354,942 | $ 361,581 |
Percentage of cash held in international banks | 1.40% | |||
UPMC Reseller Agreement | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Number of customers | customer | 20 | |||
Letter of Credit | Line of Credit | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Maximum borrowing capacity | $ 17,900 | 13,100 | ||
Letter of Credit | Line of Credit | Collateral with financial institutions | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash and restricted investments | $ 18,400 | $ 13,100 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Credit and Concentration Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations, Disposed of by Sale | True Health | |||
Concentration Risk [Line Items] | |||
Revenue | $ 44,833 | ||
Premium Revenue | Discontinued Operations, Disposed of by Sale | True Health | |||
Concentration Risk [Line Items] | |||
Revenue | $ 44,800 | ||
Cook County Health and Hospitals System | Customer Concentration Risk | Accounts Receivable | Trade Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 46.90% | 42.50% | |
Cook County Health and Hospitals System | Customer Concentration Risk | Revenues | |||
Concentration Risk [Line Items] | |||
Concentration risk | 15.70% | 22.40% | 28% |
Molina Healthcare, Inc. | Customer Concentration Risk | Accounts Receivable | Trade Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 12% | ||
Molina Healthcare, Inc. | Customer Concentration Risk | Revenues | |||
Concentration Risk [Line Items] | |||
Concentration risk | 13.50% | ||
Bright Health Management, Inc. | Customer Concentration Risk | Accounts Receivable | Trade Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 11.30% | ||
Humana Insurance Company | Customer Concentration Risk | Revenues | |||
Concentration Risk [Line Items] | |||
Concentration risk | 12% | ||
Florida Blue Medicare, Inc. | Customer Concentration Risk | Revenues | |||
Concentration Risk [Line Items] | |||
Concentration risk | 10.40% | 11.50% | 14.10% |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) option payment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Number of leases option | option | 1 | ||
Loss on termination of lease | $ 6,500 | ||
Number of lease termination payment | payment | 2 | ||
Termination payment paid | $ 3,250 | ||
Right-of-use assets impairment | 24,065 | $ 0 | $ 0 |
Lease Agreements | |||
Lessee, Lease, Description [Line Items] | |||
Letters of credit outstanding, amount | 2,100 | 2,300 | |
Restricted cash and restricted investments | $ 2,100 | $ 2,300 |
Leases - Schedule of Primary Of
Leases - Schedule of Primary Office Leases (Details) - USD ($) $ in Thousands | Jan. 29, 2024 | Dec. 31, 2023 |
Lessee, Lease, Description [Line Items] | ||
Future Minimum Lease Commitments | $ 61,564 | |
Arlington, VA | ||
Lessee, Lease, Description [Line Items] | ||
Lease Termination Term (in years) | 8 years 1 month 6 days | |
Future Minimum Lease Commitments | $ 11,973 | |
Letter of Credit Amount Required | $ 1,579 | |
Arlington, VA | Subsequent event | ||
Lessee, Lease, Description [Line Items] | ||
Lease Termination Term (in years) | 7 years | |
Future Minimum Lease Commitments | $ 3,300 | |
Letter of Credit Amount Required | $ 100 | |
Edison, NJ | ||
Lessee, Lease, Description [Line Items] | ||
Lease Termination Term (in years) | 2 years 3 months 18 days | |
Future Minimum Lease Commitments | $ 1,207 | |
Letter of Credit Amount Required | $ 222 | |
Makati City, Philippines | ||
Lessee, Lease, Description [Line Items] | ||
Lease Termination Term (in years) | 4 years 4 months 24 days | |
Future Minimum Lease Commitments | $ 3,014 | |
Letter of Credit Amount Required | $ 0 | |
Alpharetta, GA | ||
Lessee, Lease, Description [Line Items] | ||
Lease Termination Term (in years) | 1 year 9 months 18 days | |
Future Minimum Lease Commitments | $ 834 | |
Letter of Credit Amount Required | $ 0 | |
Pune, India | ||
Lessee, Lease, Description [Line Items] | ||
Lease Termination Term (in years) | 4 years 3 months 18 days | |
Future Minimum Lease Commitments | $ 2,471 | |
Letter of Credit Amount Required | $ 0 | |
Brea, CA | ||
Lessee, Lease, Description [Line Items] | ||
Lease Termination Term (in years) | 3 years 4 months 24 days | |
Future Minimum Lease Commitments | $ 3,315 | |
Letter of Credit Amount Required | $ 0 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 7,984 | $ 8,956 | $ 12,991 |
Variable lease cost | 6,004 | 5,682 | 5,036 |
Total lease cost | $ 13,988 | $ 14,638 | $ 18,027 |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 12,572 |
2025 | 9,394 |
2026 | 8,561 |
2027 | 8,065 |
2028 | 6,939 |
Thereafter | 16,033 |
Total lease payments | 61,564 |
Less: | |
Interest | 13,817 |
Present value of lease liabilities | $ 47,747 |
Leases - Schedule of Weighted-a
Leases - Schedule of Weighted-average Discount Rate and Weighted-remaining Lease Terms (Details) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
Weighted average discount rate | 6.40% | 6.36% | 6.38% |
Weighted average remaining lease term | 6 years | 7 years 9 months 18 days | 8 years 9 months 18 days |
Convertible Preferred Equity -
Convertible Preferred Equity - Narratives (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Jan. 20, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||
Aggregate shares of preferred stock sold (in shares) | 175 | ||
Preferred class A common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Class A common stock, par value (in dollars per share) | 0.01 | $ 0.01 | |
Series A Preferred Stock | |||
Temporary Equity [Line Items] | |||
Aggregate shares of preferred stock sold (in shares) | 175 | ||
Preferred class A common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Purchase price (in dollars per share) | $ 960 | ||
Gross proceeds from sale of temporary equity | $ 168 | ||
Liquidation preference (in dollars per share) | $ 1,000 | ||
Annual increase in dividend rate | 2% | ||
Conversion price (in dollar per share) | $ 40 | ||
Accretion of Series A preferred stock | $ 10.4 | ||
Series A Preferred Stock | Called by company on or after January 20, 2025 | |||
Temporary Equity [Line Items] | |||
Redemption price percentage | 165% | ||
Series A Preferred Stock | Called by holder on or after January 20, 2030 | |||
Temporary Equity [Line Items] | |||
Redemption price percentage | 150% | ||
Series A Preferred Stock | Refinancing or replacement of debt | |||
Temporary Equity [Line Items] | |||
Redemption price percentage | 165% | ||
Series A Preferred Stock | Change of control prior to January 20, 2025 | |||
Temporary Equity [Line Items] | |||
Redemption price percentage | 150% | ||
Series A Preferred Stock | Change of control after January 20, 2025 | |||
Temporary Equity [Line Items] | |||
Redemption price percentage | 135% | ||
Series A Preferred Stock | Secured Overnight Financing Rate (SOFR) | |||
Temporary Equity [Line Items] | |||
Quarterly dividend rate, basis spread on variable rate | 6% | ||
Common Class A | |||
Temporary Equity [Line Items] | |||
Class A common stock, par value (in dollars per share) | $ 0.01 |
Convertible Preferred Equity _2
Convertible Preferred Equity - Schedule Of Paid Dividends (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 22, 2023 | Sep. 28, 2023 | Jun. 27, 2023 | Mar. 28, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Dividends Payable [Line Items] | |||||||
Total Amount Paid | $ 18,793,000 | $ 0 | $ 0 | ||||
Series A Preferred Stock | |||||||
Dividends Payable [Line Items] | |||||||
Dividends paid (in dollars per share) | $ 29.50 | $ 29.12 | $ 27.91 | $ 20.86 | |||
Total Amount Paid | $ 5,162,500 | $ 5,096,000 | $ 4,884,250 | $ 3,650,500 |
Loss Per Common Share - Schedul
Loss Per Common Share - Schedule of Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Earnings Per Share [Abstract] | ||||||||||||
Loss from continuing operations | $ (113,040) | $ (18,701) | $ (30,284) | |||||||||
Loss from discontinued operations, net of tax | [1] | 0 | (463) | (7,317) | ||||||||
Loss before preferred dividends and accretion of Series A Preferred Stock | $ (33,411) | $ (25,324) | $ (34,323) | $ (19,982) | (113,040) | (19,164) | (37,601) | |||||
Dividends and accretion of Series A Preferred Stock | (7,984) | (7,872) | (7,088) | (6,276) | (29,220) | 0 | 0 | |||||
Net (loss) attributable to common shareholders of Evolent Health, Inc. - Basic | (41,395) | (33,196) | (41,411) | (26,258) | $ (11,349) | $ 2,123 | $ (4,588) | $ (5,350) | (142,260) | (19,164) | (37,601) | |
Net (loss) attributable to common shareholders of Evolent Health, Inc., Inc. - Diluted | $ (41,395) | $ (33,196) | $ (41,411) | $ (26,258) | $ (11,349) | $ 2,123 | $ (4,588) | $ (5,350) | $ (142,260) | $ (19,164) | $ (37,601) | |
Weighted-average common shares outstanding - basic (in shares) | 111,251 | 93,699 | 86,067 | |||||||||
Weighted-average common shares outstanding - diluted (in shares) | 111,251 | 93,699 | 86,067 | |||||||||
Basic and diluted: | ||||||||||||
Continuing operations, basic (in dollars per share) | $ (1.28) | $ (0.20) | $ (0.35) | |||||||||
Continuing operations, diluted (in dollars per share) | (1.28) | (0.20) | (0.35) | |||||||||
Discontinued operations basic (in dollars per share) | 0 | 0 | (0.09) | |||||||||
Discontinued operations diluted (in dollars per share) | 0 | 0 | (0.09) | |||||||||
Basic loss per share attributable to common shareholders of Evolent Health, Inc. (in dollars per share) | $ (0.36) | $ (0.30) | $ (0.37) | $ (0.24) | $ (0.11) | $ 0.02 | $ (0.05) | $ (0.06) | (1.28) | (0.20) | (0.44) | |
Diluted loss per share attributable to common shareholders of Evolent Health, Inc. (in dollars per share) | $ (0.36) | $ (0.30) | $ (0.37) | $ (0.24) | $ (0.11) | $ 0.02 | $ (0.05) | $ (0.06) | $ (1.28) | $ (0.20) | $ (0.44) | |
[1]Includes $0.5 million and $6.8 million loss on disposal of discontinued operations |
Loss Per Common Share -Schedule
Loss Per Common Share -Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 13,329 | 13,147 | 16,445 |
Restricted stock units ("RSUs"), performance-based RSUs (“PSUs”) and leveraged stock units ("LSUs") | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 1,352 | 1,804 | 1,807 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 794 | 1,769 | 2,036 |
Series A Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 4,375 | 0 | 0 |
Convertible senior notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 6,808 | 9,574 | 12,602 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule Of Supply Share Authorized Changes For The Equity-Based (Details) - shares | Nov. 02, 2023 | Apr. 20, 2023 | Apr. 15, 2021 | Jun. 13, 2018 | May 01, 2015 |
Share-Based Payment Arrangement [Abstract] | |||||
Shares Added | 8,000 | 4,000 | 4,910 | 4,525 | 6,000 |
Total Additional Shares Authorized | 27,400 | 19,400 | 15,400 | 10,500 | 6,000 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total compensation expense by financial statement line item | $ 40,501 | $ 33,981 | $ 16,711 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total compensation expense by financial statement line item | 1,662 | 4,387 | 2,263 |
Selling, general and administrative expenses | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total compensation expense by financial statement line item | 38,839 | 29,594 | 14,448 |
Stock options | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total compensation expense by financial statement line item | 74 | 416 | 1,337 |
RSUs | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total compensation expense by financial statement line item | 26,718 | 17,327 | 9,606 |
PSUs | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total compensation expense by financial statement line item | 13,214 | 14,308 | 2,471 |
LSUs | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total compensation expense by financial statement line item | $ 495 | $ 1,930 | $ 3,297 |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule Of Unrecognized Compensation Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Unrecognized Compensation Expense | $ 59,894 |
RSUs | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Unrecognized Compensation Expense | $ 42,132 |
Weighted Average Period (years) | 1 year 4 months 20 days |
PSUs | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Unrecognized Compensation Expense | $ 17,762 |
Weighted Average Period (years) | 1 year 9 months 21 days |
Stock-based Compensation - Sc_4
Stock-based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Options | ||
Outstanding at the beginning of the period (in shares) | 1,895 | |
Exercised (in shares) | (1,237) | |
Forfeited (in shares) | 0 | |
Outstanding at the end of the period (in shares) | 658 | 1,895 |
Vested and expected to vest at the end of the period (in shares) | 658 | |
Exercisable at the end of the period (in shares) | 658 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ 10.40 | |
Exercised (in dollars per share) | 8.72 | |
Forfeited (in dollars per share) | 0 | |
Outstanding at the end of the period (in dollars per share) | 13.23 | $ 10.40 |
Vested and expected to vest at the end of the period (in dollars per share) | 13.23 | |
Exercisable at the end of the period (in dollars per share) | $ 13.23 | |
Weighted Average Remaining Contractual Term | ||
Outstanding | 4 years 11 months 26 days | 3 years 2 months 26 days |
Vested and expected to vest | 4 years 11 months 26 days | |
Exercisable | 4 years 11 months 26 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 13,032 | $ 33,503 |
Vested and expected to vest | 13,032 | |
Exercisable | $ 13,032 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Options (Details) - Stock options - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Vesting percentage | 25% | ||
Expiration period | 10 years | ||
Fair value of options vested | $ 0.6 | $ 2.6 | $ 4.9 |
Intrinsic value of options exercised | $ 26.9 | $ 16.3 | $ 20.8 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Units (Details) - $ / shares shares in Thousands | 12 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total RSUs | ||||
Vested (in shares) | (343) | |||
Weighted-Average Grant-Date Fair Value | ||||
Vested (in dollars per share) | $ 19.54 | |||
2nd Tranche | ||||
Weighted-Average Grant-Date Fair Value | ||||
Weighted-average fair value per option granted (in dollars per share) | 20.69 | |||
1st Tranche | ||||
Weighted-Average Grant-Date Fair Value | ||||
Weighted-average fair value per option granted (in dollars per share) | $ 20.64 | |||
RSUs | ||||
Total RSUs | ||||
Outstanding at the beginning of the period (in shares) | 2,268 | |||
Granted (in shares) | 1,281 | |||
Forfeited / Canceled (in shares) | (428) | |||
Vested (in shares) | (969) | |||
Outstanding at the end of the period (in shares) | 2,152 | 2,268 | ||
Weighted-Average Grant-Date Fair Value | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 22.09 | |||
Weighted-average fair value per option granted (in dollars per share) | 33.85 | $ 28.23 | $ 21.10 | |
Forfeited (in dollars per share) | 27.64 | |||
Vested (in dollars per share) | 20.83 | |||
Outstanding at the end of the period (in dollars per share) | $ 28.55 | $ 22.09 | ||
Vesting percentage | 25% | |||
RSUs | 1st Tranche | ||||
Weighted-Average Grant-Date Fair Value | ||||
Vesting percentage | 33% | |||
Performance-based stock options | 2nd Tranche | Common Class A | ||||
Weighted-Average Grant-Date Fair Value | ||||
Vesting percentage | 33.33% | |||
Performance-based stock options | 1st Tranche | Common Class A | ||||
Weighted-Average Grant-Date Fair Value | ||||
Vesting percentage | 33.33% |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2017 $ / shares | Mar. 31, 2016 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) performancePeriod $ / shares shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | Nov. 02, 2023 shares | Apr. 20, 2023 shares | Apr. 15, 2021 shares | Jun. 13, 2018 shares | May 01, 2015 shares | Sep. 23, 2013 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares authorized (in shares) | 27,400 | 19,400 | 15,400 | 10,500 | 6,000 | ||||||||
Number of options issued (in shares) | 658,000 | 1,895,000 | |||||||||||
Stock-based compensation capitalized | $ | $ 0 | $ 0 | $ 0 | ||||||||||
Minimum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period | 3 years | ||||||||||||
Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period | 4 years | ||||||||||||
1st Tranche | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Weighted-average fair value per option granted (in dollars per share) | $ / shares | $ 20.64 | ||||||||||||
2nd Tranche | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Weighted-average fair value per option granted (in dollars per share) | $ / shares | $ 20.69 | ||||||||||||
RSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of awards issued (in shares) | 2,152,000 | 2,268,000 | |||||||||||
Vesting period | 3 years | ||||||||||||
Vesting percentage | 25% | ||||||||||||
Weighted-average fair value per option granted (in dollars per share) | $ / shares | $ 33.85 | $ 28.23 | $ 21.10 | ||||||||||
Aggregate intrinsic value, vested | $ | $ 20,200,000 | $ 11,600,000 | $ 7,300,000 | ||||||||||
Granted (in shares) | 1,281,000 | ||||||||||||
RSUs | New Century Health | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period | 1 year | ||||||||||||
RSUs | Non-Employee Directors | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period | 1 year | ||||||||||||
RSUs | Minimum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Requisite service period for vesting | 3 years | ||||||||||||
RSUs | Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Requisite service period for vesting | 4 years | ||||||||||||
RSUs | 1st Tranche | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 33% | ||||||||||||
Leveraged Stock Units (LSUs) | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of awards issued (in shares) | 0 | 520,000 | |||||||||||
Weighted-average fair value per option granted (in dollars per share) | $ / shares | $ 9.15 | ||||||||||||
Granted (in shares) | 520,000 | 500,000 | 700,000 | ||||||||||
PSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of awards issued (in shares) | 1,653,000 | 1,396,000 | |||||||||||
Vesting period | 3 years | ||||||||||||
Weighted-average fair value per option granted (in dollars per share) | $ / shares | $ 34.07 | ||||||||||||
Granted (in shares) | 542,000 | 500,000 | 300,000 | ||||||||||
Performance goal threshold | 100% | ||||||||||||
Maximum performance achieved, percentage of targeted shares earned | 250% | 200% | |||||||||||
Percentage adjustment of shares earned, total shareholder return in top quartile | 10% | ||||||||||||
Number of performance period | performancePeriod | 2 | ||||||||||||
PSUs | Minimum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
EBITDA, goal period | 2 years | ||||||||||||
PSUs | Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
EBITDA, goal period | 3 years | ||||||||||||
PSUs | 1st Tranche | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Risk-free interest rate | 0.12% | ||||||||||||
Expected volatility rate | 89.50% | ||||||||||||
Expected term | 2 years | ||||||||||||
Expected dividend rate | 0% | ||||||||||||
PSUs | 2nd Tranche | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Risk-free interest rate | 0.25% | ||||||||||||
Expected volatility rate | 77.70% | ||||||||||||
Expected term | 3 years | ||||||||||||
Expected dividend rate | 0% | ||||||||||||
Stock options | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period | 4 years | ||||||||||||
Vesting percentage | 25% | ||||||||||||
Expiration period | 10 years | ||||||||||||
Fair value of options vested | $ | $ 600,000 | $ 2,600,000 | $ 4,900,000 | ||||||||||
Intrinsic value of options exercised | $ | $ 26,900,000 | $ 16,300,000 | $ 20,800,000 | ||||||||||
Performance-based stock options | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options issued (in shares) | 106,000 | 268,000 | |||||||||||
Granted (in shares) | 300,000 | ||||||||||||
Risk-free interest rate | 1.83% | ||||||||||||
Expected volatility rate | 65% | ||||||||||||
Expected term | 10 years | ||||||||||||
Expected dividend rate | 0% | ||||||||||||
Weighted-average fair value per option granted (in dollars per share) | $ / shares | $ 6.68 | ||||||||||||
Performance-based stock options | Vest on March 1, 2019 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 50% | ||||||||||||
Performance-based stock options | Vest on March 1, 2020 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 50% | ||||||||||||
Common Class A | Performance-based stock options | 1st Tranche | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 33.33% | ||||||||||||
Award vesting rights, share price threshold (in dollars per share) | $ / shares | $ 13.35 | ||||||||||||
Consecutive term | 90 days | ||||||||||||
Common Class A | Performance-based stock options | 2nd Tranche | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 33.33% | ||||||||||||
Award vesting rights, share price threshold (in dollars per share) | $ / shares | $ 16.43 | ||||||||||||
Consecutive term | 90 days | ||||||||||||
Common Class A | Performance-based stock options | 3rd Tranche | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 33.33% | ||||||||||||
Award vesting rights, share price threshold (in dollars per share) | $ / shares | $ 19.51 | ||||||||||||
Consecutive term | 90 days | ||||||||||||
2011 Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options issued (in shares) | 4,800,000 | ||||||||||||
2011 Plan | Restricted stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of awards issued (in shares) | 3,800,000 | ||||||||||||
2011 Plan | Common Class A | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares authorized (in shares) | 9,100,000 | ||||||||||||
2015 Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options issued (in shares) | 2,800,000 | 2,800,000 | |||||||||||
2015 Plan | RSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of awards issued (in shares) | 6,300,000 | 5,500,000 | |||||||||||
2015 Plan | Leveraged Stock Units (LSUs) | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of awards issued (in shares) | 1,900,000 | 1,400,000 | |||||||||||
2015 Plan | PSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of awards issued (in shares) | 1,500,000 | 800,000 |
Stock-based Compensation - Perf
Stock-based Compensation - Performance-based Stock Option Awards (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Options | ||
Outstanding at the beginning of the period (in shares) | 1,895 | |
Outstanding at the end of the period (in shares) | 658 | 1,895 |
Vested and expected to vest at the end of the period (in shares) | 658 | |
Weighted Average Exercise Price | ||
Outstanding at the end of the period (in dollars per share) | $ 13.23 | $ 10.40 |
Outstanding at the beginning of the period (in dollars per share) | 10.40 | |
Exercisable at the end of the period (in dollars per share) | 13.23 | |
Weighted Average Exercise Price, vested and expected to vest at the end of the period (in dollars per share) | $ 13.23 | |
Weighted Average Remaining Contractual Term | ||
Outstanding | 4 years 11 months 26 days | 3 years 2 months 26 days |
Vested and expected to vest | 4 years 11 months 26 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 13,032 | $ 33,503 |
Vested and expected to vest | $ 13,032 | |
Performance-based stock options | ||
Options | ||
Outstanding at the beginning of the period (in shares) | 268 | |
Exercised (in shares) | (162) | |
Outstanding at the end of the period (in shares) | 106 | 268 |
Vested and expected to vest at the end of the period (in shares) | 106 | |
Weighted Average Exercise Price | ||
Outstanding at the end of the period (in dollars per share) | $ 10.27 | $ 10.27 |
Outstanding at the beginning of the period (in dollars per share) | 10.27 | |
Exercisable at the end of the period (in dollars per share) | 10.27 | |
Weighted Average Exercise Price, vested and expected to vest at the end of the period (in dollars per share) | $ 10.27 | |
Weighted Average Remaining Contractual Term | ||
Outstanding | 2 years 2 months 1 day | 4 years 1 month 28 days |
Vested and expected to vest | 2 years 2 months 1 day | |
Aggregate Intrinsic Value | ||
Outstanding | $ 2,401 | $ 5,730 |
Vested and expected to vest | $ 2,401 |
Stock-based Compensation - Leve
Stock-based Compensation - Leveraged Stock Units (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2020 | Dec. 31, 2019 | |
LSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 520 | 500 | 700 |
Stock-based Compensation - Le_2
Stock-based Compensation - Leveraged Stock Units Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leveraged Stock Units | ||||
Vested (in shares) | (343) | |||
Weighted-Average Grant-Date Fair Value | ||||
Vested (in dollars per share) | $ 19.54 | |||
LSUs | ||||
Leveraged Stock Units | ||||
Outstanding at the beginning of the period (in shares) | 520 | |||
Change in achievement | 520 | 500 | 700 | |
Vested (in shares) | (1,040) | |||
Outstanding at the end of the period (in shares) | 0 | 520 | ||
Weighted-Average Grant-Date Fair Value | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 9.15 | |||
Weighted-average fair value per option granted (in dollars per share) | 9.15 | |||
Vested (in dollars per share) | 9.15 | |||
Outstanding at the end of the period (in dollars per share) | $ 0 | $ 9.15 | ||
Weighted Average Remaining Contractual Term | 0 years | 7 years 2 months 26 days | ||
Aggregate Intrinsic Value | $ 0 | $ 9,846 |
Stock-based Compensation - Pe_2
Stock-based Compensation - Performance-based RSUs (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
1st Tranche | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average fair value per option granted (in dollars per share) | $ 20.64 |
2nd Tranche | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average fair value per option granted (in dollars per share) | 20.69 |
PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average fair value per option granted (in dollars per share) | $ 34.07 |
PSUs | 1st Tranche | |
Assumptions: | |
Expected term | 2 years |
Expected volatility rate | 89.50% |
Risk-free interest rate | 0.12% |
Expected dividend rate | 0% |
PSUs | 2nd Tranche | |
Assumptions: | |
Expected term | 3 years |
Expected volatility rate | 77.70% |
Risk-free interest rate | 0.25% |
Expected dividend rate | 0% |
Stock-based Compensation - Pe_3
Stock-based Compensation - Performance-based RSU Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Performance Based Stock Units | |||
Vested (in shares) | (343) | ||
Weighted-Average Grant-Date Fair Value | |||
Vested (in dollars per share) | $ 19.54 | ||
PSUs | |||
Performance Based Stock Units | |||
Outstanding at the beginning of the period (in shares) | 1,396 | ||
Granted (in shares) | 542 | 500 | 300 |
Change in achievement (in shares) | 72 | ||
Forfeited (in shares) | (14) | ||
Outstanding at the end of the period (in shares) | 1,653 | 1,396 | |
Weighted-Average Grant-Date Fair Value | |||
Outstanding at the beginning of the period (in dollars per share) | $ 24.30 | ||
Weighted-average fair value per option granted (in dollars per share) | 34.07 | ||
Change in achievement (in dollars per share) | 26.60 | ||
Forfeited (in dollars per share) | 31.77 | ||
Outstanding at the end of the period (in dollars per share) | $ 30.53 | $ 24.30 | |
Weighted Average Remaining Contractual Term | 8 years 5 months 1 day | 8 years 8 months 19 days | |
Aggregate Intrinsic Value | $ 4,131 | $ 5,274 | |
Vested and expected to vest | |||
Performance Based Stock Units (in shares) | 1,653 | ||
Weighted Average Grant Date Fair Value (in dollars per share) | $ 30.53 | ||
Weighted Average Remaining Contractual Term | 8 years 5 months 1 day | ||
Aggregate Intrinsic Value | $ 4,131 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
Domestic | $ (206,344) | $ (66,055) | $ (32,719) |
Foreign | 3,939 | 3,978 | 2,918 |
Loss before income taxes | $ (202,405) | $ (62,077) | $ (29,801) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current | |||
Federal | $ 0 | $ (875) | $ (1,469) |
State and local | 2,855 | 1,788 | 1,449 |
Foreign | 1,034 | 1,318 | 1,027 |
Total current tax expense | 3,889 | 2,231 | 1,007 |
Deferred | |||
Federal | (42,156) | 5,055 | (5,866) |
State and local | (12,822) | (2,790) | (4,021) |
Foreign | 510 | 92 | (493) |
Total deferred tax expense (benefit) | (54,468) | 2,357 | (10,380) |
Change in valuation allowance | (38,786) | (47,964) | 9,856 |
Total tax expense (benefit) | $ (89,365) | $ (43,376) | $ 483 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the U.S. Statutory Tax Rate to our Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. statutory tax rate | 21% | 21% | 21% |
U.S. state income taxes, net of U.S. federal tax benefit | 3% | (0.60%) | 1.90% |
Foreign earnings at other than U.S. rates | (0.30%) | (0.80%) | 0.30% |
Change in valuation allowance | 19.20% | 77.30% | (33.10%) |
Contingent consideration adjustments | (0.012) | (0.001) | (0.010) |
Non-deductible excess compensation | (6.80%) | (27.80%) | (10.10%) |
Excess tax benefits on stock-based compensation | 7.10% | 12.20% | 8.10% |
Convertible debt extinguishment | 0 | (0.034) | (0.015) |
Change in uncertain tax positions | (0.50%) | (1.10%) | 0.20% |
Nondeductible transaction costs | (0.20%) | (1.70%) | 0% |
Change in state rate | 2.20% | 5.20% | 6.80% |
Return to provision | (0.10%) | (1.10%) | 6.60% |
Tax sharing settlement | 0% | 0% | (1.10%) |
Tax receivable agreement | (0.90%) | (9.10%) | 0% |
Research and development tax credit - federal | 1.70% | 0% | 0% |
Other, net | 0% | (0.10%) | 0.30% |
Effective tax rate | 44.20% | 69.90% | (1.60%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets | ||
Start-up and organizational costs | $ 59 | $ 84 |
Goodwill | 17,501 | 12,281 |
Operating lease liabilities | 10,015 | 16,362 |
Accrued expenses | 11,530 | 9,326 |
Stock based compensation | 3,283 | 1,263 |
Net operating loss carryforwards | 123,147 | 131,317 |
Federal and state research tax credits | 4,467 | 1,828 |
Fixed assets | 666 | 393 |
Interest deduction limitation | 20,460 | 7,089 |
Outside basis differences | 70 | 650 |
Other | 7,417 | 6,677 |
Subtotal | 198,615 | 187,270 |
Valuation allowance | (32,004) | (70,790) |
Total deferred tax assets | 166,611 | 116,480 |
Deferred Tax Liabilities | ||
Internally developed software costs | 5,697 | 11,173 |
Intangible assets | 165,742 | 89,784 |
Right-of-use assets - Operating | 1,884 | 12,696 |
Contract fulfillment costs | 3,030 | 4,501 |
Other | 2,606 | 2,136 |
Total deferred tax liabilities | 178,959 | 120,290 |
Net deferred tax liabilities | $ (12,348) | $ (3,810) |
Income Taxes - Changes in Valua
Income Taxes - Changes in Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at beginning-of-year | $ 70,790 | $ 101,345 |
Credited to costs and expenses | (38,786) | (47,964) |
Charged (credited) to other accounts | 0 | 17,409 |
Balance at end-of-year | 32,004 | $ 70,790 |
Discontinued Operations | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Charged (credited) to other accounts | 100 | |
Retained Earnings (Accumulated Deficit) | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Charged (credited) to other accounts | $ 17,300 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||||
Provision for (benefit from) income taxes | $ (89,365,000) | $ (43,376,000) | $ 483,000 | |
Effective tax rate | 44.20% | 69.90% | (1.60%) | |
Federal and state research tax credits | $ 4,467,000 | $ 1,828,000 | ||
Unrecognized tax benefits that would not impact effective tax rate | 2,600,000 | |||
Interest and penalties related to uncertain tax positions | 0 | 400,000 | $ 0 | |
Accrued interest and penalties related to uncertain tax positions | 400,000 | 400,000 | ||
Unrecognized tax benefits | $ 2,600,000 | $ 1,624,000 | $ 609,000 | $ 678,000 |
Amount of tax benefit percent | 85% | |||
TRA liability | $ 107,900,000 | |||
Tax receivable agreement, percent of cash savings not paid to shareholders | 15% | |||
Periods Prior to June 2015 | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | $ 79,300,000 | |||
Domestic Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Federal and state research tax credits | 5,700,000 | |||
Domestic Tax Authority | Finite-lived Tax Credit Carryforward | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 162,100,000 | |||
Domestic Tax Authority | Indefinite-lived Tax Credit Carryforward | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 291,600,000 | |||
State and Local Jurisdiction | ||||
Income Tax Contingency [Line Items] | ||||
Federal and state research tax credits | 300,000 | |||
State and Local Jurisdiction | Finite-lived Tax Credit Carryforward | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 199,500,000 | |||
State and Local Jurisdiction | Indefinite-lived Tax Credit Carryforward | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | $ 325,900,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Provision for (benefit from) income taxes | $ (89,365) | $ (43,376) | $ 483 | |
Effective tax rate | 44.20% | 69.90% | (1.60%) | |
Unrecognized tax benefits | $ 2,600 | $ 1,624 | $ 609 | $ 678 |
Amount of tax benefit percent | 85% |
Income Taxes - Changes In Unrec
Income Taxes - Changes In Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning-of-year | $ 1,624 | $ 609 | $ 678 |
Gross increases - tax positions in prior period | 7 | 616 | 0 |
Gross increases - tax positions in current period | 969 | 399 | 0 |
Lapse of statute of limitations | 0 | 0 | (69) |
Balance at end-of-year | $ 2,600 | $ 1,624 | $ 609 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Employer discretionary contribution amount | $ 10.8 | $ 7.4 | $ 5.4 |
Investments in Equity Method _2
Investments in Equity Method Investees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||
Gain from equity method investees | $ 1,290 | $ 4,569 | $ 13,179 |
Equity Method Investee | Services Agreements | |||
Schedule of Equity Method Investments [Line Items] | |||
Revenue related to services agreements | $ 19,100 | $ 16,900 | $ 15,900 |
Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Economic interest percentage | 4% | 4% | |
Voting interest percentage | 25% | 25% | |
Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Economic interest percentage | 34% | 38% | |
Voting interest percentage | 34% | 40% |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets and Liabilities on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities | ||
Contingent consideration | $ 83,600 | $ 78,000 |
Total fair value of liabilities measured on a recurring basis | 83,600 | 78,000 |
Level 1 | ||
Liabilities | ||
Contingent consideration | 0 | 0 |
Total fair value of liabilities measured on a recurring basis | 0 | 0 |
Level 2 | ||
Liabilities | ||
Contingent consideration | 0 | 0 |
Total fair value of liabilities measured on a recurring basis | 0 | 0 |
Level 3 | ||
Liabilities | ||
Contingent consideration | 83,600 | 78,000 |
Total fair value of liabilities measured on a recurring basis | $ 83,600 | $ 78,000 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Changes in Contingent Consideration Measured at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance as of beginning of period | $ 78,000 | $ 28,700 |
Additions | 70,200 | 75,000 |
Settlements | (82,584) | 0 |
Total (gain) loss, net | 17,984 | (25,700) |
Balance as of end of period | $ 83,600 | $ 78,000 |
Fair Value Recurring Basis Unobservable Input Reconciliation Liability Gain Loss Statement Of Income Extensible List Not Disclosed Flag | Total (gain) loss, net | Total (gain) loss, net |
Fair Value Measurement - Sche_3
Fair Value Measurement - Schedule of Valuation Techniques and Significant Unobservable Inputs (Details) - Fair Value, Recurring $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value | $ 83,600 | $ 78,000 |
Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value | $ 83,600 | $ 78,000 |
Level 3 | Contractual terms | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumption or input ranges | 83,600 | |
Level 3 | Risk-neutral expected earnout consideration | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumption or input ranges | 77,946 | |
Level 3 | Discount rate | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumption or input ranges | 0.0985 | |
Level 3 | Discount rate | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assumption or input ranges | 0.1001 |
Related Parties - Assets and Li
Related Parties - Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Assets | |||
Accounts receivable, net | [1] | $ 446,749 | $ 254,684 |
Liabilities | |||
Accounts payable | [1] | 48,246 | 57,174 |
Accrued liabilities | [1] | 149,849 | 111,198 |
Related Party | |||
Assets | |||
Accounts receivable, net | 8,045 | 8,787 | |
Liabilities | |||
Accounts payable | 390 | 27 | |
Accrued liabilities | $ 0 | $ 192 | |
[1]See Note 20 for amounts attributable to related parties included in these line items. |
Related Parties - Revenues and
Related Parties - Revenues and Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Related Party Transaction [Line Items] | ||||||||||||
Revenue | $ 556,055 | $ 511,015 | $ 469,136 | $ 427,690 | $ 382,432 | $ 352,585 | $ 319,939 | $ 297,057 | ||||
Expenses | ||||||||||||
Selling, general and administrative expenses | [1] | $ 358,110 | $ 269,269 | $ 219,499 | ||||||||
Related Party | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Revenue | 192,176 | 154,591 | 45,082 | |||||||||
Expenses | ||||||||||||
Cost of revenue | 162,589 | 128,308 | 3,063 | |||||||||
Selling, general and administrative expenses | $ 2,464 | $ 1,507 | $ 285 | |||||||||
[1] See Note 20 for amounts attributable to unconsolidated related parties included in these line items. |
Repositioning and Other Chang_3
Repositioning and Other Changes - Narrative (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Repositioning Plan | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost of restructuring | $ 45,027 |
Repositioning and Other Chang_4
Repositioning and Other Changes - Schedule of Costs Associated with the Repositioning Plan (Details) - Repositioning Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 35,236 | $ 0 | $ 7,318 |
Expected cost of restructuring | 45,027 | ||
Severance and termination benefits | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 8,564 | 0 | 185 |
Expected cost of restructuring | 10,562 | ||
Dedicated employee costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 6,900 | 0 | 0 |
Expected cost of restructuring | 8,929 | ||
Professional services | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 12,910 | 0 | 4,391 |
Expected cost of restructuring | 15,174 | ||
Office space consolidation | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 6,862 | $ 0 | $ 2,742 |
Expected cost of restructuring | $ 10,362 |
Reserves for Claims and Perfo_3
Reserves for Claims and Performance-Based Arrangements - Schedule of Activity in Claims Reserves and Performance - Based Arrangements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Balance, beginning of period | $ 199,730 | $ 171,294 |
Incurred health care costs: | ||
Current year to date period | 928,013 | 605,757 |
Prior year to date period | (36,925) | (11,512) |
Total claims incurred | 891,088 | 594,245 |
Claims paid related to: | ||
Current year to date period | (549,691) | (427,994) |
Prior year to date period | (137,079) | (137,815) |
Total claims paid | (686,770) | (565,809) |
Balance, end of period | $ 404,048 | $ 199,730 |
Quarterly Results of Operatio_3
Quarterly Results of Operations (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Quarterly Financial Data [Abstract] | |||||||||||
Revenue | $ 556,055 | $ 511,015 | $ 469,136 | $ 427,690 | $ 382,432 | $ 352,585 | $ 319,939 | $ 297,057 | |||
Total operating expenses | 577,405 | 528,953 | 490,704 | 438,045 | 384,310 | 339,634 | 324,572 | 299,855 | |||
Loss before preferred dividends and accretion of Series A Preferred Stock | (33,411) | (25,324) | (34,323) | (19,982) | $ (113,040) | $ (19,164) | $ (37,601) | ||||
Dividends and accretion of Series A Preferred Stock | (7,984) | (7,872) | (7,088) | (6,276) | (29,220) | 0 | 0 | ||||
Loss from continuing operations | (11,349) | 2,123 | (4,125) | (5,350) | |||||||
Dividends and accretion of Series A Preferred Stock | 0 | 0 | (463) | 0 | |||||||
Net (loss) attributable to common shareholders of Evolent Health, Inc. - Basic | (41,395) | (33,196) | (41,411) | (26,258) | (11,349) | 2,123 | (4,588) | (5,350) | (142,260) | (19,164) | (37,601) |
Net (loss) attributable to common shareholders of Evolent Health, Inc., Inc. - Diluted | $ (41,395) | $ (33,196) | $ (41,411) | $ (26,258) | $ (11,349) | $ 2,123 | $ (4,588) | $ (5,350) | $ (142,260) | $ (19,164) | $ (37,601) |
Loss per common share | |||||||||||
Basic (in dollars per share) | $ (0.36) | $ (0.30) | $ (0.37) | $ (0.24) | $ (0.11) | $ 0.02 | $ (0.05) | $ (0.06) | $ (1.28) | $ (0.20) | $ (0.44) |
Diluted (in dollars per share) | $ (0.36) | $ (0.30) | $ (0.37) | $ (0.24) | $ (0.11) | $ 0.02 | $ (0.05) | $ (0.06) | $ (1.28) | $ (0.20) | $ (0.44) |
Quarterly Results of Operatio_4
Quarterly Results of Operations (unaudited) - Additional Information (Details) | Oct. 31, 2022 USD ($) |
Quarterly Financial Data [Abstract] | |
Goodwill impairment | $ 0 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental Disclosure of Non-cash Investing and Financing Activities | |||
Accrued property and equipment purchases | $ 137 | $ 573 | $ 784 |
Increase/decrease to goodwill from measurement period adjustments/business combinations | 2,333 | 0 | 0 |
Class A common stock issued for payment of earn-outs | 28,551 | 0 | 450 |
Accrued deferred financing costs | 529 | 450 | 0 |
Gain from transfer of membership | 0 | 0 | (22,969) |
Class A common stock issued in connection with business combinations | 261,271 | 130,175 | 56,626 |
Class A common stock issued in connection with debt repayment | 23,073 | 101,999 | 28,492 |
Consideration for asset acquisition or business combinations | 0 | 0 | 14,600 |
Accrued net working capital adjustment with business combinations | 1,098 | 791 | 0 |
Effects of Leases | |||
Operating cash flows from operating leases | (12,844) | 14,087 | 13,845 |
Leased assets disposed of (obtained in) exchange for operating lease liabilities | (27,327) | 4,308 | (2,583) |
Cash paid for interest | (53,591) | (6,269) | (7,113) |
Cash paid for taxes, net | $ (4,892) | $ (1,397) | $ (551) |