Evolent Health Announces Second Quarter 2018 Results

 

 

WASHINGTON, Aug. 7, 2018 /PRNewswire/ -- Evolent Health, Inc. (NYSE: EVH), a company providing an integrated value-based care platform to the nation's leading health systems and physician organizations, today announced financial results for the quarter ended June 30, 2018.

Highlights from the second quarter of 2018 announcement include (all comparisons are to the quarter ended June 30, 2017):

  • GAAP revenue of $144.3 million, an increase of 34.8%; Adjusted Revenue of $144.5 million, an increase of 34.7%
  • Net income (loss) attributable to Evolent Health, Inc. of $(9.9) million, Adjusted EBITDA of $4.9 million
  • Lives on platform of approximately 3.1 million, an increase of 10.9%
  • New partnership agreement with Torrance Health IPA (THIPA) and Torrance Memorial Integrated Physicians (TMIP) in California. Evolent is providing Torrance with its IdentifiSM population health performance management platform and Risk Adjustment solution to help enhance performance across Torrance's provider network of 500 providers in the Los Angeles metro area. THIPA and TMIP collectively manage more than 20,000 Medicare Advantage and Next Generation ACO lives.
  • In June, Evolent announced Medicaid partnerships with Baptist Health Care and Nicklaus Children's Health System in Florida. The Florida Agency for Health Care Administration (AHCA) notified Baptist Health Care and Nicklaus Children's Health System of its intent to award their affiliates with contracts to provide physical and behavioral health care services through Florida's Statewide Medicaid Managed Care (SMMC) program. Including Lee Health, Evolent is now collaborating with three health systems to launch and operate Medicaid plans in five regions of Florida that cover more than 1 million eligible beneficiaries.

Frank Williams, Chief Executive Officer of Evolent Health, Inc., commented, "We are quite pleased with our second quarter results as we achieved our key strategic, operational and financial objectives. We continue to see considerable interest from provider organizations looking to move substantially into value-based care as well as existing risk-bearing organizations focused on improving performance."

Mr. Williams commented, "We also continue to see considerable wins and momentum in the Medicaid market. Establishing a major presence in key markets such as Miami-Dade, Palm Beach, Fort Myers, Pensacola and Tallahassee creates a strong, long-term growth opportunity for Evolent in Florida and beyond."

Mr. Williams added, "We are excited to announce our partnership with Torrance Health IPA and Torrance Memorial Integrated Physicians in California. Torrance has a strong reputation and highly engaged physicians across its network, and we look forward to elevating the performance of its Medicare risk business."

Mr. Williams concluded, "Lastly, we are pleased to report that our 2018 Next Generation ACO cohort is operational and continues to perform well from both a cost and clinical quality standpoint. Our continued ability to identify and codify best practices across the network is driving meaningful improvements in health outcomes for patients across multiple regions and serves as a model for our Medicare Center of Excellence."

Financial Results of Evolent Health, Inc.

In our earnings releases, prepared remarks, conference calls, slide presentations and webcasts, we may use or discuss non-GAAP financial measures. We are not providing forward looking guidance for GAAP reported financial measures in the "Business Outlook" section below. A reconciliation of forward looking non-GAAP financial measures to the most comparable GAAP financial measure is provided in the "Guidance Reconciliation" table below. Definitions of the non-GAAP financial measures, as well as reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in this earnings release. See "Financial Statement Presentation" and "Non-GAAP Financial Measures" for more information.

Reported Results

Evolent Health, Inc. reported the following United States of America generally accepted accounting principles ("GAAP") results:

  • Total revenue of $144.3 million and $107.1 million for the three months ended June 30, 2018 and 2017, respectively, an increase of 34.8%;
    • Services revenue of $125.2 million for the three months ended June 30, 2018, before intersegment eliminations of $3.6 million; and
    • True Health premiums revenue of $22.9 million before intersegment eliminations of $0.2 million.
  • Cost of revenue of $69.0 million and $68.0 million for the three months ended June 30, 2018 and 2017, respectively, an increase of 1.5%;
  • Claims expenses of $18.4 million for the three months ended June 30, 2018;
  • Selling, general and administrative expenses of $57.4 million and $51.1 million for the three months ended June 30, 2018 and 2017, respectively, an increase of 12.4%;
  • Net income (loss) attributable to Evolent Health, Inc. of $(9.9) million and $(16.9) million for the three months ended June 30, 2018 and 2017, respectively;
  • Earnings (loss) available to common shareholders, basic and diluted, of $(9.9) million and $(16.9) million for the three months ended June 30, 2018 and 2017, respectively; and
  • Earnings (loss) available to common shareholders, per basic and diluted share, of $(0.13) and $(0.28) for the three months ended June 30, 2018 and 2017, respectively.

Total cash and cash equivalents as of June 30, 2018, were $198.0 million.

Adjusted Results

  • Adjusted Revenue of $144.5 million and $107.3 million for the three months ended June 30, 2018 and 2017, respectively, an increase of 34.7%;
    • Adjusted Services Revenue of $125.4 million for the three months ended June 30, 2018, before intersegment eliminations of $3.6 million; and
    • True Health premiums revenue of $22.9 million for the three months ended June 30, 2018, before intersegment eliminations of $0.2 million.
  • Adjusted Cost of Revenue of $68.2 million and $66.2 million for the three months ended June 30, 2018 and 2017, respectively, an increase of 3.1%;
  • Claims expenses of $18.4 million for the three months ended June 30, 2018;
  • Adjusted Selling, General and Administrative Expenses of $53.0 million and $44.7 million for the three months ended June 30, 2018 and 2017, respectively, an increase of 18.5%;
  • Adjusted EBITDA of $4.9 million and $(3.6) million for the three months ended June 30, 2018 and 2017, respectively;
    • Services Adjusted EBITDA of $5.6 million for three months ended June 30, 2018; and
    • True Health Adjusted EBITDA of $(0.8) million for the three months ended June 30, 2018.
  • Adjusted Earnings (Loss) Available for Class A and Class B Shareholders of $(2.3) million and $(8.8) million for the three months ended June 30, 2018 and 2017, respectively; and
  • Adjusted Earnings (Loss) per Share Available for Class A and Class B Shareholders of $(0.03) and $(0.13) for the three months ended June 30, 2018 and 2017, respectively.

Business Outlook

For the full year 2018, Adjusted Revenue is expected to be in the range of approximately $570.0 million to $585.0 million. We are making two small adjustments to full year guidance: reducing the high end of the range in the Services business by $5.0 million and adjusting the intersegment eliminations to $15.0 million from $20.0 million. The components of Adjusted Revenue include Adjusted Services Revenue, which is forecasted to be approximately $495.0 million to $505.0 million, and True Health premiums revenue, which is forecasted to be approximately $90.0 million to $95.0 million; intersegment eliminations are forecasted to be approximately $(15.0) million for the full year. Adjusted EBITDA is expected to be in the range of approximately $18.0 million to $23.0 million.

For the three months ended June 30, 2018, Adjusted Revenue is expected to be in the range of approximately $140.0 million to $144.0 million. The components of Adjusted Revenue include Adjusted Services Revenue, which is forecasted to be approximately $122.0 million to $124.0 million, and True Health premiums revenue, which is forecasted to be approximately $22.0 million to $24.0 million; intersegment eliminations are forecasted to be approximately $(4.0) million for the quarter. Adjusted EBITDA is expected to be in the range of approximately $3.0 million to $5.0 million.

This "Business Outlook" section contains forward-looking statements, and actual results may differ materially. Factors that may cause actual results to differ materially from our current expectations are set forth in "Forward Looking Statements - Cautionary Language" and Evolent Health, Inc.'s filings with the Securities and Exchange Commission ("SEC").

Web and Conference Call Information

As previously announced, Evolent Health, Inc. will hold a conference call to discuss its second quarter performance this evening, August 7, 2018, at 5:00 p.m., Eastern Time. The conference call will be available via live webcast on the Company's Investor Relations website at http://ir.evolenthealth.com. To participate by telephone, dial 855.940.9467 or 412.317.6034 for international callers, and ask to join the Evolent Health call. Participants are advised to dial in at least fifteen minutes prior to the call to register. The call will be archived on the company's website for one week and will be available beginning later this evening. Evolent Health invites all interested parties to attend the conference call.

About Evolent Health, Inc.

Evolent Health, Inc.'s Services segment focuses on partnering with leading provider organizations to achieve superior clinical and financial results in value-based care. With a provider heritage and over 20 years of health plan administration experience, Evolent operates in more than 30 U.S. health care markets, actively managing care across Medicare, Medicaid, commercial and self-funded adult and pediatric populations. With the experience to drive change, Evolent confidently stands by a commitment to achieve results. Our True Health segment consists of a commercial health plan we operate in New Mexico that focuses on small and large businesses. For more information, visit www.evolenthealth.com.

Financial Statement Presentation

Evolent Health, Inc. is a holding company and its principal asset is all of the Class A common units in its operating subsidiary, Evolent Health LLC, which has owned all of our operating assets and substantially all of our business since inception. The financial results of Evolent Health LLC are consolidated in the financial statements of Evolent Health, Inc.

Non-GAAP Financial Measures

In addition to disclosing financial results that are determined in accordance with GAAP, we present and discuss Adjusted Revenue, Adjusted Services Revenue, Adjusted Transformation Services Revenue, Adjusted Platform and Operations Services Revenue, Adjusted Cost of Revenue, Adjusted Selling, General and Administrative Expenses, Adjusted Depreciation and Amortization Expenses, Adjusted Operating Income (Loss), Adjusted EBITDA, Adjusted Earnings (Loss) Available to Class A and Class B Shareholders, Adjusted Earnings (Loss) per Share Available to Class A and Class B Shareholders and Adjusted Weighted-Average Class A and Class B Shares, which are all non-GAAP financial measures, as supplemental measures to help investors evaluate our fundamental operational performance.

Adjusted Transformation Services Revenue and Adjusted Platform and Operations Services Revenue are defined as transformation services revenue and platform and operations services revenue, respectively, before the effect of intersegment eliminations and adjusted to exclude the impact of purchase accounting adjustments. In addition, the company's Adjusted Transformation Services Revenue and Adjusted Platform and Operations Services Revenue for the six months ended June 30, 2018, include a $4.5 million adjustment related to revenue that was contracted for prior to 2018 and that was properly excluded from revenue in our 2017 results under the revenue recognition rules then in effect under Accounting Standards Codification ("ASC") 605. On January 1, 2018, we adopted the new revenue recognition rules under ASC 606 using the modified retrospective method, which required us to include this $4.5 million as part of the cumulative transition adjustment to beginning retained earnings as of January 1, 2018. Under ASC 605, and based on proportionate performance revenue recognition, we would have recognized an additional $4.5 million in revenue during 2018, primarily within our Adjusted Transformation Services Revenue. The company has therefore included this revenue, and related profit, in its adjusted results for the six months ended June 30, 2018, as they had not been previously reported prior to 2018 and the contracts are expected to be completed within 2018. This is a one-time adjustment and it will not reoccur in future periods.

Adjusted Services Revenue is defined as the sum of Adjusted Transformation Revenue and Adjusted Platform and Operations Revenue. Adjusted Revenue is defined as the sum of Adjusted Services Revenue and True Health premiums revenue, less relevant intersegment eliminations. Management uses Adjusted Revenue, Adjusted Services Revenue, Adjusted Transformation Services Revenue and Adjusted Platform and Operations Services Revenue as supplemental performance measures because they reflect a complete view of the operational results. The measures are also useful to investors because they reflect the full view of our operational performance in line with how we generate our long term forecasts.

Adjusted Cost of Revenue and Adjusted Selling, General and Administrative Expenses are defined as cost of revenue and selling, general and administrative expenses, respectively, adjusted to exclude the impact of stock-based compensation expenses, severance costs, amortization of contract cost assets recorded as a result of a one-time ASC 606 transition adjustment, transaction costs related to acquisitions and business combinations, securities offerings and other one-time adjustments. Management uses Adjusted Cost of Revenue and Adjusted Selling, General and Administrative Expenses as supplemental performance measures, which are also useful to investors, because they facilitate an understanding of our long term operational costs while removing the effect of costs that are one-time (e.g. transaction costs) and non-cash (e.g. stock-based compensation expenses) in nature. Additionally, these supplemental performance measures facilitate understanding a breakdown of our Adjusted Total Operating Expenses.

Adjusted Depreciation and Amortization Expenses is defined as depreciation and amortization expenses adjusted to exclude the impact of amortization expenses related to intangible assets acquired through acquisitions and business combinations. Management uses Adjusted Depreciation and Amortization Expenses as a supplemental performance measure because it reflects a complete view of the operational results. The measure is also useful to investors because it facilitates understanding a breakdown of our Adjusted Total Operating Expenses.

Adjusted Total Operating Expenses is defined as the sum of Adjusted Cost of Revenue, Adjusted Selling, General and Administrative Expenses and Adjusted Depreciation and Amortization Expenses, and reflects the adjustments made in those non-GAAP measures. Adjusted Total Operating Expenses is adjusted to exclude the impact of one-time adjustments, such as goodwill impairment, severance costs, and items arising from acquisitions and business combinations, such as changes in fair value of contingent consideration and indemnification assets.

Adjusted Operating Income (Loss) is defined as Adjusted Revenue less Adjusted Total Operating Expenses, and reflects the adjustments made in those non-GAAP measures.

Adjusted EBITDA is the sum of Services Adjusted EBITDA and True Health Adjusted EBITDA and is defined as EBITDA (net income (loss) attributable to Evolent Health, Inc. before interest income, interest expense, (provision) benefit for income taxes, depreciation and amortization expenses), adjusted to exclude, changes in fair value of contingent consideration and indemnification assets, income (loss) from equity affiliates, other income (expense), net, net (income) loss attributable to non-controlling interests, purchase accounting adjustments, stock-based compensation expenses, severance costs, amortization of contract cost assets recorded as a result of a one-time ASC 606 transition adjustment, transaction costs related to acquisitions and business combinations and other one-time adjustments (which for the six months ended June 30, 2018, includes the ASC 606 transition adjustment described above). Management uses Adjusted EBITDA as a supplemental performance measure because the removal of transaction costs, one-time or non-cash items (e.g. depreciation, amortization and stock-based compensation expenses) allows us to focus on operational performance. We believe that this measure is also useful to investors because it allows further insight into the period over period operational performance in a manner that is comparable to other organizations in our industry and in the market in general.

Adjusted Earnings (Loss) Available to Class A and Class B Shareholders is defined as earnings (loss) available to common shareholders adjusted to exclude, income (loss) from equity affiliates, (provision) benefit for income taxes, changes in fair value of contingent consideration and indemnification assets, net (income) loss attributable to non-controlling interests, purchase accounting adjustments, stock-based compensation expenses, severance costs, amortization of contract cost assets recorded as a result of a one-time ASC 606 transition adjustment, transaction costs related to acquisitions and business combinations and other one-time adjustments (which for the six months ended June 30, 2018, includes the ASC transition adjustment described above).

Adjusted Weighted-Average Class A and Class B Shares is defined as weighted average common shares (diluted) adjusted to include, in periods of net loss, the dilutive or potentially dilutive effect of the assumed conversion of Class B common shares to Class A common shares.

Adjusted Earnings (Loss) per Share Available to Class A and Class B Shareholders is defined as Adjusted Earnings (Loss) Available to Class A and Class B Shareholders divided by Adjusted Weighted-Average Class A and Class B Shares, and reflects the adjustments made in those non-GAAP measures.

Management uses Adjusted Earnings (Loss) Available to Class A and Class B Shareholders, Adjusted Weighted-Average Class A and Class B Shares and Adjusted Earnings (Loss) per Share Available to Class A and Class B Shareholders because these performance measures represent our core operating performance distributed amongst all of our investors which is not represented by the GAAP results across time due to our complex equity structure. We believe that these measures are also useful to investors for the same reason.

These adjusted measures do not represent and should not be considered as alternatives to GAAP measurements, and our calculations thereof may not be comparable to similarly entitled measures reported by other companies. A reconciliation of these adjusted measures to their most comparable GAAP financial measures is presented in the tables below. We believe these measures are useful across time in evaluating our fundamental core operating performance.

 

 

 

                                                                                         Evolent Health, Inc.

                                                                 Consolidated Statements of Operations and Comprehensive Income (Loss)

                                                                                              (unaudited)


    (in thousands, except per share data)                                  For the Three                                          For the Six

                                                                           Months Ended                                           Months Ended

                                                                           June 30,                                           June 30,

                                                                      2018                     2017                      2018                     2017
                                                                      ----                     ----                      ----                     ----

    Revenue

    Transformation services                                                     $8,215                                            $5,361                   $14,720       $15,596

    Platform and operations services                               113,346                              101,710                               223,164       197,714

    Premiums                                                        22,737                                    -                               46,128             -
                                                                    ------                                  ---                               ------           ---

    Total revenue                                                  144,298                              107,071                               284,012       213,310
                                                                   -------                              -------                               -------       -------


    Expenses

    Cost of revenue (exclusive of depreciation and amortization

    expenses presented separately below)                            69,003                               67,994                               140,978       135,523

    Claims expenses                                                 18,428                                    -                               35,177             -

    Selling, general and administrative expenses                    57,403                               51,090                               112,929       104,641

    Depreciation and amortization expenses                          10,034                                6,904                                19,530        13,519

    Change in fair value of contingent consideration and
     indemnification asset                                         (1,604)                                 200                               (1,504)          200
                                                                    ------                                  ---                                ------           ---

    Total operating expenses                                       153,264                              126,188                               307,110       253,883
                                                                   -------                              -------                               -------       -------

    Operating income (loss)                                        (8,966)                            (19,117)                             (23,098)     (40,573)

    Interest income                                                    878                                  218                                 1,950           403

    Interest expense                                                 (855)                               (947)                              (1,708)      (1,901)

    Income (loss) from equity affiliates                           (1,275)                               (555)                              (1,406)      (1,077)

    Other Income (expense), net                                         78                                    3                                    60             5


    Income (loss) before income taxes and

    non-controlling interests                                     (10,140)                            (20,398)                             (24,202)     (43,143)

    Provision (benefit) for income taxes                             (109)                               (700)                                (106)        (295)
                                                                      ----                                 ----                                  ----          ----

    Net income (loss)                                             (10,031)                            (19,698)                             (24,096)     (42,848)

    Net income (loss) attributable to non-controlling interests      (115)                             (2,793)                                (554)      (7,930)
                                                                      ----                               ------                                  ----        ------

    Net income (loss) attributable to Evolent Health, Inc.                    $(9,916)                                        $(16,905)                $(23,542)    $(34,918)
                                                                               =======                                          ========                  ========      ========


    Earnings (Loss) Available to Common Shareholders

    Basic                                                                     $(9,916)                                        $(16,905)                $(23,542)    $(34,918)

    Diluted                                                        (9,916)                            (16,905)                             (23,542)     (34,918)


    Earnings (Loss) per Common Share

    Basic                                                                      $(0.13)                                          $(0.28)                  $(0.31)      $(0.62)

    Diluted                                                         (0.13)                              (0.28)                               (0.31)       (0.62)


    Weighted-Average Common Shares Outstanding

    Basic                                                           77,209                               59,478                                76,297        56,057

    Diluted                                                         77,209                               59,478                                76,297        56,057


    Comprehensive income (loss)

    Net income (loss)                                                        $(10,031)                                        $(19,698)                $(24,096)    $(42,848)

    Other comprehensive income (loss), net of taxes, related to:

    Foreign currency translation adjustment                          (148)                                   -                                (148)            -

    Total comprehensive income (loss)                             (10,179)                            (19,698)                             (24,244)     (42,848)

    Total comprehensive income (loss) attributable to

    non-controlling interests                                        (115)                             (2,793)                                (554)      (7,930)
                                                                      ----                               ------                                  ----        ------

    Total comprehensive income (loss) attributable to

    Evolent Health, Inc.                                                     $(10,064)                                        $(16,905)                $(23,690)    $(34,918)
                                                                              ========                                          ========                  ========      ========

 

 

 

                                       Evolent Health, Inc.

                               Condensed Consolidated Balance Sheets

                                            (unaudited)


    (in thousands)                 As of                                  As of

                                        June 30,             December 31,

                                      2018                                       2017
                                      ----                                       ----

    Cash and cash equivalents                 $197,983                                  $238,433

    Restricted cash                 56,342                                       56,930

    Restricted investments             712                                        8,755

    Note receivable                 12,000                                       20,000

    Total current assets           353,254                                      378,182

    Intangible assets, net         236,819                                      241,261

    Goodwill                       635,282                                      628,186

    Total assets                 1,321,620                                    1,312,697


    Long-term debt, net of
     discount                      121,853                                      121,394

    Total liabilities              270,239                                      266,391

    Total shareholders' equity
     (deficit) attributable to

    Evolent Health, Inc.         1,041,233                                    1,010,879

    Non-controlling interests       10,148                                       35,427

    Total liabilities and
     shareholders' equity
     (deficit)                   1,321,620                                    1,312,697

 

 

 

                                                                                           Evolent Health, Inc.

                                                                             Condensed Consolidated Statements of Cash Flows

                                                                                               (unaudited)


    (in thousands)                                                                                                                        For the Six

                                                                                                                                          Months Ended

                                                                                                                                          June 30,

                                                                                                                                 2018                  2017
                                                                                                                                 ----                  ----

    Net cash and restricted cash provided by (used in) operating activities                                                           $(18,004)                       $(37,812)

    Net cash and restricted cash provided by (used in) investing activities                                                  (19,376)                          1,339

    Net cash and restricted cash provided by (used in) financing activities                                                   (3,665)                       (19,612)

    Effect of exchange rate on cash and cash equivalents and restricted cash                                                        7                               -


    Net increase (decrease) in cash and cash equivalents and restricted cash                                                 (41,038)                       (56,085)

    Cash and cash equivalents and restricted cash as of beginning-of-period                                                   295,363                         170,029

    Cash and cash equivalents and restricted cash as of end-of-period                                                                  $254,325                         $113,944
                                                                                                                                       ========                         ========

 

 

 

 

 

 

 

                                                                                                                                                                                                                 Evolent Health, Inc.

                                                                                                                                                                                                            Adjusted Results of Operations

                                                                                                                                                                                                                     (unaudited)


    (in thousands)                                           For the Three Months Ended June 30, 2018                                          For the Three Months Ended June 30, 2017

                                                                                                                                                                                                                                    Evolent Health, Inc.             Evolent Health, Inc.

                                                   Evolent                                               Evolent                       Evolent                                                   Evolent                             as Reported                    as Adjusted

                                                Health, Inc.                                          Health, Inc.                   Health, Inc.                                              Health, Inc.                    Change Over Prior Period       Change Over Prior Period

                                                as Reported                Adjustments                as Adjusted                    as Reported                   Adjustments                 as Adjusted                          $                    %                               $              %


    Revenue

    Transformation services (1)                                   $8,215                                          $       -                                              $8,215                                                               $5,361                                       $         -                  $5,361                    $2,854             53.2%    $2,854     53.2%

    Platform and operations services (1)             113,346                                      216                        113,562                                                    101,710                                       244                    101,954                                          11,636         11.4%       11,608              11.4%

    Premiums                                          22,737                                        -                        22,737                                                          -                                        -                         -                                         22,737                   - %         22,737                 -   %
                                                      ------                                      ---                                                                                     ---                                      ---

    Total revenue                                    144,298                                      216                        144,514                                                    107,071                                       244                    107,315                                          37,227         34.8%       37,199              34.7%
                                                     -------                                      ---                        -------                                                    -------                                       ---                    -------                                          ------                     ------

    Expenses

    Cost of revenue (exclusive of

    depreciation and amortization

    expenses presented

    separately below) (2)                             69,003                                    (815)                        68,188                                                     67,994                                   (1,837)                    66,157                                           1,009          1.5%        2,031               3.1%

    Claims expenses                                   18,428                                        -                        18,428                                                          -                                        -                         -                                         18,428                   - %         18,428                 -   %

    Selling, general and

    administrative expenses (3)                       57,403                                  (4,390)                        53,013                                                     51,090                                   (6,370)                    44,720                                           6,313         12.4%        8,293              18.5%

    Depreciation and amortization

    expenses (4)                                      10,034                                  (2,769)                         7,265                                                      6,904                                   (2,383)                     4,521                                           3,130         45.3%        2,744              60.7%

    Change in fair value of contingent

    consideration and indemnification asset (5)      (1,604)                                   1,604                              -                                                       200                                     (200)                         -                                        (1,804)     (902.0)%            -                 -   %
                                                      ------                                    -----                            ---                                                       ---                                      ----                        ---                                         ------                        ---

    Total operating expenses                         153,264                                  (6,370)                       146,894                                                    126,188                                  (10,790)                   115,398                                          27,076         21.5%       31,496              27.3%
                                                     -------                                   ------                        -------                                                    -------                                   -------                    -------                                          ------                     ------

    Operating income (loss)                                     $(8,966)                                            $6,586                                             $(2,380)                                                           $(19,117)                                          $11,034                 $(8,083)                  $10,151             53.1%    $5,703     70.6%
                                                                 =======                                             ======                                              =======                                                             ========                                           =======                  =======                   =======                      ======


    Total operating expenses as a

    percentage of total revenue                       106.2%                                                        101.6%                                              117.9%                                                              107.5%

 

    (1)                  Adjustments to platform and
                         operations services revenue include
                         deferred revenue purchase accounting
                         adjustments of approximately $0.2
                         million for the three months ended
                         June 30, 2018 and 2017,
                         respectively, resulting from our
                         acquisitions and business
                         combinations.

    (2)                  Adjustments to cost of revenue
                         include approximately $0.4 million
                         in stock-based compensation expense
                         for the three months ended June 30,
                         2018 and 2017, respectively. The
                         adjustments also include
                         approximately $0.5 million related
                         to the amortization of contract cost
                         assets recorded as a result of the
                         one-time ASC 606 transition
                         adjustment for the three months
                         ended June 30, 2018. Adjustments
                         also include transaction costs of
                         approximately $1.4 million for the
                         three months ended June 30, 2017,
                         resulting from acquisitions and
                         business combinations.

    (3)                  Adjustments to selling, general and
                         administrative expenses include $4.3
                         million and $5.0 million in stock-
                         based compensation expense for the
                         three months ended June 30, 2018 and
                         2017, respectively. Adjustments also
                         include transaction costs of $0.1
                         million and $1.4 million for the
                         three months ended June 30, 2018 and
                         2017, respectively, resulting from
                         acquisitions and business
                         combinations and costs relating to
                         our securities offerings. The
                         adjustments also include less than
                         $0.1 million related to the
                         amortization of contract cost assets
                         recorded as a result of the one time
                         ASC 606 transition adjustment and
                         $0.1 million of one-time severance
                         costs for the three months ended
                         June 30, 2018.

    (4)                  Adjustments to depreciation and
                         amortization expenses of
                         approximately $2.8 million and $2.4
                         million for the three months ended
                         June 30, 2018 and 2017,
                         respectively, relate to amortization
                         of intangible assets acquired via
                         asset acquisition and business
                         combinations.

    (5)                  The adjustment reverses the impact of
                         changes in fair value of our
                         contingent consideration and
                         indemnification asset that were
                         acquired through business
                         combinations during 2016.

 

 

 

                                                                                                                                                                                                            Evolent Health, Inc.

                                                                                                                                                                                                       Adjusted Results of Operations

                                                                                                                                                                                                                 (unaudited)


    (in thousands)                                           For the Six Months Ended June 30, 2018                                               For the Six Months Ended June 30, 2017

                                                                                                                                                                                                                         Evolent Health, Inc.             Evolent Health, Inc.

                                                   Evolent                                               Evolent                       Evolent                                              Evolent                       as Reported                    as Adjusted

                                                Health, Inc.                                          Health, Inc.                   Health, Inc.                                         Health, Inc.              Change Over Prior Period       Change Over Prior Period

                                                as Reported                Adjustments                as Adjusted                    as Reported              Adjustments                 as Adjusted                    $                    %                               $              %


    Revenue

    Transformation services (1)                                  $14,720                                             $3,655                                         $18,375                                                        $15,596                                      $          -                  $15,596                    $(876)           (5.6)%     $2,779     17.8%

    Platform and operations services (1)             223,164                                    1,276                        224,440                                               197,714                                 775                    198,489                                          25,450          12.9%       25,951              13.1%

    Premiums                                          46,128                                        -                        46,128                                                     -                                  -                         -                                         46,128                    - %         46,128                 -   %
                                                      ------                                      ---                                                                                ---                                ---

    Total revenue                                    284,012                                    4,931                        288,943                                               213,310                                 775                    214,085                                          70,702          33.1%       74,858              35.0%
                                                     -------                                    -----                        -------                                               -------                                 ---                    -------                                          ------                      ------

    Expenses

    Cost of revenue (exclusive of

    depreciation and amortization

    expenses presented

    separately below) (2)                            140,978                                  (2,451)                       138,527                                               135,523                             (2,860)                   132,663                                           5,455           4.0%        5,864               4.4%

    Claims expenses                                   35,177                                        -                        35,177                                                     -                                  -                         -                                         35,177                    - %         35,177                 -   %

    Selling, general and

    administrative expenses (3)                      112,929                                 (10,488)                       102,441                                               104,641                            (14,882)                    89,759                                           8,288           7.9%       12,682              14.1%

    Depreciation and amortization

    expenses (4)                                      19,530                                  (5,405)                        14,125                                                13,519                             (4,708)                     8,811                                           6,011          44.5%        5,314              60.3%

    Change in fair value of contingent

    consideration and indemnification asset (5)      (1,504)                                   1,504                              -                                                  200                               (200)                         -                                        (1,704)      (852.0)%            -                 -   %
                                                      ------                                    -----                            ---                                                  ---                                ----                        ---                                         ------                         ---

    Total operating expenses                         307,110                                 (16,840)                       290,270                                               253,883                            (22,650)                   231,233                                          53,227          21.0%       59,037              25.5%
                                                     -------                                  -------                        -------                                               -------                             -------                    -------                                          ------                      ------

    Operating income (loss)                                    $(23,098)                                           $21,771                                        $(1,327)                                                     $(40,573)                                          $23,425                 $(17,148)                  $17,475             43.1%    $15,821     92.3%
                                                                ========                                            =======                                         =======                                                       ========                                           =======                  ========                   =======                      =======


    Total operating expenses as a

    percentage of total revenue                       108.1%                                                        100.5%                                         119.0%                                                        108.0%

 

 

 

    (1)                  Adjustments to transformation
                         services revenue and platform and
                         operations services revenue for the
                         six months ended June 30, 2018,
                         include approximately $3.7 million
                         and $0.8 million, respectively,
                         resulting from our transition
                         adjustments related to the
                         implementation of ASC 606.
                         Adjustments to platform and
                         operations services revenue also
                         include deferred revenue purchase
                         accounting adjustments of
                         approximately $0.4 million and $0.8
                         million for the six months ended
                         June 30, 2018 and 2017,
                         respectively, resulting from our
                         acquisitions and business
                         combinations.

    (2)                  Adjustments to cost of revenue
                         include $0.8 million and $0.7
                         million in stock-based compensation
                         expense for the six months ended
                         June 30, 2018 and 2017,
                         respectively. The adjustments also
                         include $1.0 million related to the
                         amortization of contract cost assets
                         recorded as a result of the one-
                         time ASC 606 transition adjustment
                         and $0.7 million of one-time
                         severance costs for the six months
                         ended June 30, 2018. Adjustments
                         also include transaction costs of
                         approximately $2.1 million for the
                         six months ended June 30, 2017,
                         resulting from acquisitions and
                         business combinations.

    (3)                  Adjustments to selling, general and
                         administrative expenses include $7.8
                         million and $9.7 million in stock-
                         based compensation expense for the
                         six months ended June 30, 2018 and
                         2017, respectively. Adjustments also
                         include transaction costs of $1.8
                         million and $5.2 million for the six
                         months ended June 30, 2018 and 2017,
                         respectively, resulting from
                         acquisitions and business
                         combinations and costs relating to
                         our securities offerings. The
                         adjustments also include $0.1
                         million related to the amortization
                         of contract cost assets recorded as
                         a result of the one time ASC 606
                         transition adjustment and $0.8
                         million of one-time severance costs
                         for the six months ended June 30,
                         2018.

    (4)                  Adjustments to depreciation and
                         amortization expenses of
                         approximately $5.4 million and $4.7
                         million for the six months ended
                         June 30, 2018 and 2017,
                         respectively, relate to amortization
                         of intangible assets acquired via
                         asset acquisition and business
                         combinations.

    (5)                  The adjustment reverses the impact of
                         changes in fair value of our
                         contingent consideration and
                         indemnification asset that were
                         acquired through business
                         combinations during 2016.

 

 

 

 

                                                                                     Evolent Health, Inc.

                                                                                        Segment Results

                                                                                          (unaudited)


                                                                                            Intersegment

                                              Services             True Health (1)     Eliminations       Consolidated
                                              --------

    Adjusted Revenue
    ----------------

    Three Months Ended June 30, 2018
    --------------------------------

    Services:

    Adjusted Transformation Services                      $8,215                                        $                 -               $       -             $8,215

    Adjusted Platform and Operations Services   117,177                                  -                                   (3,615)                 113,562
                                                -------                                ---                                    ------                  -------

    Adjusted Services Revenue                   125,392                                  -                                   (3,615)                 121,777

    True Health:

    Premiums                                          -                            22,939                                      (202)                  22,737
                                                    ---                            ------                                       ----                   ------

    Adjusted Revenue                            125,392                             22,939                                    (3,817)                 144,514

    Purchase accounting adjustments (2)           (216)                                 -                                         -                   (216)

    Total revenue                                       $125,176                                                    $22,939                 $(3,817)           $144,298
                                                        ========                                                    =======                  =======            ========


    Three Months Ended June 30, 2017
    --------------------------------

    Services:

    Adjusted Transformation Services                      $5,361                                        $                 -               $       -             $5,361

    Adjusted Platform and Operations Services   101,954                                  -                                         -                 101,954
                                                -------                                ---                                       ---                 -------

    Adjusted Services Revenue                   107,315                                  -                                         -                 107,315
                                                -------                                ---                                       ---                 -------

    Adjusted Revenue                            107,315                                  -                                         -                 107,315

    Purchase accounting adjustments (2)           (244)                                 -                                         -                   (244)

    Total revenue                                       $107,071                                        $                 -               $       -           $107,071
                                                        ========                                      ===               ===             ===     ===           ========


                                                                                                            Segments

                                              Services           True Health (1)       Total
                                              --------

    Three Months Ended June 30, 2018
    --------------------------------

    Adjusted EBITDA                                       $5,642                                                     $(758)           4,884


    Three Months Ended June 30, 2017
    --------------------------------

    Adjusted EBITDA                             (3,562)                                 -                                   (3,562)

 

    (1)                 The True Health segment was created
                        in January 2018.

    (2)                 Purchase accounting adjustments
                         pertain to Adjusted Platform and
                         Operations Services Revenue. There
                         were no purchase accounting
                         adjustments in relation to Adjusted
                         Transformation Services Revenue or
                         True Health premiums revenue.

 

 

 

                                                                                         Evolent Health, Inc.

                                                                                           Segment Results

                                                                                             (unaudited)


                                                                                            Intersegment

                                              Services             True Health (1)     Eliminations           Consolidated
                                              --------

    Adjusted Revenue
    ----------------

    Six Months Ended June 30, 2018
    ------------------------------

    Services:

    Adjusted Transformation Services                     $18,375                                        $                      -               $        -             $18,375

    Adjusted Platform and Operations Services   231,852                                  -                                        (7,412)                   224,440
                                                -------                                ---                                         ------                    -------

    Adjusted Services Revenue                   250,227                                  -                                        (7,412)                   242,815

    True Health:

    Premiums                                          -                            46,524                                           (396)                    46,128
                                                    ---                            ------                                            ----                     ------

    Adjusted Revenue                            250,227                             46,524                                         (7,808)                   288,943

    ASC 606 transition adjustment (2)           (4,498)                                 -                                              -                   (4,498)

    Purchase accounting adjustments (3)           (433)                                 -                                              -                     (433)

    Total revenue                                       $245,296                                                         $46,524                  $(7,808)            $284,012
                                                        ========                                                         =======                   =======             ========


    Six Months Ended June 30, 2017
    ------------------------------

    Services:

    Adjusted Transformation Services                     $15,596                                        $                      -               $        -             $15,596

    Adjusted Platform and Operations Services   198,489                                  -                                              -                   198,489
                                                -------                                ---                                            ---                   -------

    Adjusted Services Revenue                   214,085                                  -                                              -                   214,085
                                                -------                                ---                                            ---                   -------

    Adjusted Revenue                            214,085                                  -                                              -                   214,085

    Purchase accounting adjustments (3)           (775)                                 -                                              -                     (775)

    Total revenue                                       $213,310                                        $                      -               $        -            $213,310
                                                        ========                                      ===                    ===             ===      ===            ========


                                                                                                                Segments

                                              Services           True Health (1)       Total
                                              --------

    Six Months Ended June 30, 2018
    ------------------------------

    Adjusted EBITDA                                      $12,608                                                            $189           12,797


    Six Months Ended June 30, 2017
    ------------------------------

    Adjusted EBITDA                             (8,337)                                 -                                        (8,337)

 

 

 

    (1)                The True Health segment was created
                       in January 2018.

    (2)                Adjustment to Adjusted Transformation
                       Services Revenue was approximately
                       $3.7 million and the adjustment to
                       Adjusted Platform and Operations
                       Services Revenue was approximately
                       $0.8 million. See "Non-GAAP
                       Financial Measures" above for more
                       information on adjustments
                       pertaining to the implementation of
                       ASC 606.

    (3)                Purchase accounting adjustments
                       pertain to Adjusted Platform and
                       Operations Services Revenue. There
                       were no purchase accounting
                       adjustments in relation to Adjusted
                       Transformation Services Revenue or
                       True Health premiums revenue.

 

 

 

 

                                                                    Evolent Health, Inc.

                                                   Reconciliation of Adjusted EBITDA to Net Income (Loss)

                                                            Attributable to Evolent Health, Inc.

                                                                         (unaudited)


    (in thousands)                                        For the Three                                                For the Six

                                                        Months Ended                                            Months Ended

                                                          June 30,                                                June 30,

                                                2018                    2017                      2018                     2017
                                                ----                    ----                      ----                     ----

    Net Income (Loss) Attributable to

    Evolent Health, Inc.                               $(9,916)                                        $(16,905)                   $(23,542)    $(34,918)

    Less:

    Interest income                              878                                 218                                 1,950              403

    Interest expense                           (855)                              (947)                              (1,708)         (1,901)

    (Provision) benefit for income taxes         109                                 700                                   106              295

    Depreciation and amortization expenses  (10,034)                            (6,904)                             (19,530)        (13,519)
                                             -------                              ------                               -------          -------

    EBITDA                                      (14)                            (9,972)                              (4,360)        (20,196)
                                                 ---                              ------                                ------          -------

    Less:

    Income (loss) from equity affiliates     (1,275)                              (555)                              (1,406)         (1,077)

    Change in fair value of contingent

    consideration and indemnification asset    1,604                               (200)                                1,504            (200)

    Other income (expense), net                   78                                   3                                    60                5

    Net (income) loss attributable to

    non-controlling interests                    115                               2,793                                   554            7,930

    ASC 606 transition adjustments                 -                                  -                              (4,498)               -

    Purchase accounting adjustments            (216)                              (244)                                (433)           (775)

    Stock-based compensation expense         (4,718)                            (5,360)                              (8,513)        (10,464)

    Severance costs                              105                                   -                              (1,489)               -

    Amortization of contract cost assets       (578)                                  -                              (1,139)               -

    Transaction costs                           (14)                            (2,847)                              (1,798)         (7,278)
                                                 ---                              ------                                ------           ------

    Adjusted EBITDA                                      $4,885                                          $(3,562)                     $12,798      $(8,337)
                                                         ======                                           =======                      =======       =======

 

 

 

                                                                                 Evolent Health, Inc.

                                                     Reconciliation of Adjusted Earnings (Loss) Available to Class A and Class B

                                                           Shareholders to Earnings (Loss) Available to Common Shareholders

                                                                                     (unaudited)


    (in thousands, except per share data)                                               For the Three                                                For the Six

                                                                                      Months Ended                                            Months Ended

                                                                                        June 30,                                                June 30,

                                                                              2018                    2017                      2018                     2017
                                                                              ----                    ----                      ----                     ----

    Earnings (Loss) Available to

    Common Shareholders - Basic and Diluted (a)                                      $(9,916)                                        $(16,905)                   $(23,542)    $(34,918)

    Less:

    Income (loss) from equity affiliates                                   (1,275)                              (555)                              (1,406)         (1,077)

    (Provision) benefit for income taxes                                       129                                 700                                   136              280

    Change in fair value of contingent consideration

    and indemnification asset                                                1,604                               (200)                                1,504            (200)

    Net (income) loss attributable to

    non-controlling interests                                                  115                               2,793                                   554            7,930

    ASC 606 Transition Adjustment                                                -                                  -                              (4,498)               -

    Purchase accounting adjustments                                        (2,985)                            (2,669)                              (5,838)         (5,569)

    Stock-based compensation expense                                       (4,718)                            (5,360)                              (8,513)        (10,464)

    Severance costs                                                            105                                   -                              (1,489)               -

    Amortization of contract cost assets                                     (578)                                  -                              (1,139)               -

    Transaction costs                                                         (14)                            (2,847)                              (1,798)         (7,278)
                                                                               ---                              ------                                ------           ------

    Adjusted Earnings (Loss) Available

    to Class A and Class B Shareholders (b)                                          $(2,299)                                         $(8,767)                    $(1,055)    $(18,540)
                                                                                      =======                                           =======                      =======      ========


    Earnings (Loss) per Share Available to

    Common Shareholders - Basic and Diluted (a) (1)                                   $(0.13)                                          $(0.28)                     $(0.31)      $(0.62)


    Adjusted Earnings (Loss) per Share Available

    to Class A and Class B Shareholders (b) (2)                                       $(0.03)                                          $(0.13)                     $(0.01)      $(0.27)


    Weighted-average common shares - basic                                  77,209                              59,478                                76,297           56,057

    Weighted-average common shares - diluted                                77,209                              59,478                                76,297           56,057

    Adjusted Weighted-Average Class A

    and Class B Shares (3)                                                  78,071                              68,155                                77,795           68,051

 

 

    (1)               For periods of net loss, shares
                      used in both the basic and
                      diluted earnings per share
                      calculation represent basic
                      shares as using diluted shares
                      would be anti-dilutive.

    (2)               Represents Adjusted Earnings
                      (Loss) Available to Class A and
                      Class B Shareholders divided by
                      Adjusted Weighted-Average Class
                      A and Class B Shares as
                      described in footnote 3 below.

    (3)               Represents the weighted-average
                      common shares (diluted) adjusted
                      to include, in periods of net
                      loss, the dilutive or
                      potentially dilutive effect of
                      the assumed conversion of Class
                      B common shares to Class A
                      common shares. See the
                      reconciliation of Adjusted
                      Weighted-Average Class A and
                      Class B Shares to diluted
                      weighted-average common shares
                      on the following page.

 

 

 

                                                        Evolent Health, Inc.

                                  Reconciliation of Adjusted Weighted-Average Class A and Class B

                                          Shares to Diluted Weighted-Average Common Shares

                                                            (unaudited)


    (in thousands)                                                                                For the Three For the Six

                                                                                                  Months Ended  Months Ended

                                                                                                     June 30,     June 30,

                                                                                                           2018          2017        2018    2017
                                                                                                           ----          ----        ----    ----

    Weighted-
     average
     common shares
     - diluted                                                                                           77,209               59,478      76,297  56,057

    Assumed conversion of Class B
     common

    shares to
     Class A
     common shares                                                                                          862                8,677       1,498  11,994
                                                                                                            ---                -----       -----  ------

    Adjusted
     Weighted-
     Average Class
     A and Class B
     Shares                                                                                              78,071               68,155      77,795  68,051
                                                                                                         ======               ======      ======  ======

 

 

 

 

                                           Evolent Health, Inc.

                                          Guidance Reconciliation

                                                (unaudited)


    (in thousands)                     For the Three            For the Twelve

                                        Months Ended             Months Ended

                                     September 30,          December 31,

                                        2018                                 2018
                                        ----                                 ----

    Services revenue                            $122,800                                      $494,700

    Purchase accounting adjustments      200                                            800

    ASC 606 transition adjustments         -                                         4,500
                                         ---                                         -----

    Adjusted Services Revenue        123,000                                        500,000

    True Health premiums revenue      23,000                                         92,500

    Intersegment eliminations        (4,000)                                      (15,000)

    Adjusted Revenue                            $142,000                                      $577,500
                                                ========                                      ========


    Net Income (Loss) Attributable
     to

    Evolent Health, Inc.                       $(12,800)                                    $(53,000)

    Less:

    Interest income                      900                                          3,500

    Interest expense                   (900)                                       (4,000)

    Depreciation and amortization
     expenses                       (10,000)                                      (40,000)
                                     -------                                        -------

    EBITDA                           (2,800)                                      (12,500)
                                      ------                                        -------

    Less:

    Income (loss) from equity
     affiliates                        (500)                                       (2,000)

    Net (income) loss attributable
     to

    non-controlling interests          (100)                                         (700)

    ASC 606 transition adjustments         -                                       (4,500)

    Purchase accounting adjustments    (200)                                         (800)

    Stock-based compensation
     expense                         (5,000)                                      (19,000)

    Severance costs                        -                                       (1,500)

    Amortization of contract cost
     assets                            (500)                                       (2,000)

    Transaction costs                  (500)                                       (2,500)
                                        ----                                         ------

    Adjusted EBITDA                               $4,000                                       $20,500
                                                  ======                                       =======

 

 

 

The guidance reconciliation provided above reconciles the midpoint of the respective guidance ranges to the most comparable GAAP measure.

 

FORWARD-LOOKING STATEMENTS - CAUTIONARY LANGUAGE

Certain statements made in this release and in other written or oral statements made by us or on our behalf are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like: "believe," "anticipate," "expect," "estimate," "aim," "predict," "potential," "continue," "plan," "project," "will," "should," "shall," "may," "might" and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, trends in our businesses, prospective services, future performance or financial results and the outcome of contingencies, such as legal proceedings. We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.

These statements are only predictions based on our current expectations and projections about future events. Forward-looking statements involve risks and uncertainties that may cause actual results, level of activity, performance or achievements to differ materially from the results contained in the forward-looking statements. Risks and uncertainties that may cause actual results to vary materially, some of which are described within the forward-looking statements, include, among others:

  • the structural change in the market for health care in the United States;
  • uncertainty in the health care regulatory framework;
  • uncertainty in the public exchange market;
  • the uncertain impact of Centers for Medicare and Medicaid Services waivers to Medicaid rules;
  • the uncertain impact of the results of the 2018 congressional, state and local elections, as well as subsequent elections, may have on health care laws and regulations;
  • our ability to effectively manage our growth;
  • the significant portion of revenue we derive from our largest partners, and the potential loss, termination or renegotiation of customer contracts;
  • our ability to offer new and innovative products and services;
  • risks related to completed and future acquisitions, investments and alliances, including the acquisition of assets from New Mexico Health Connections ("NMHC") and the acquisitions of Valence Health, Inc., excluding Cicerone Health Solutions, Inc. ("Valence Health"), and Aldera Holdings, Inc. ("Aldera"), which may be difficult to integrate, divert management resources, result in unanticipated costs or dilute our stockholders;
  • certain risks and uncertainties associated with the acquisition of assets from NMHC and the acquisition of Valence Health, including future revenues may be less than expected, the timing and extent of new lives expected to come onto the platform may not occur as expected and the expected results of Evolent may not be impacted as anticipated;
  • the growth and success of our partners, which is difficult to predict and is subject to factors outside of our control, including premium pricing reductions, selection bias in at risk membership and the ability to control and, if necessary, reduce health care costs, particularly in New Mexico;
  • our ability to attract new partners;
  • the increasing number of risk-sharing arrangements we enter into with our partners;
  • our ability to recover the significant upfront costs in our partner relationships;
  • our ability to estimate the size of our target market;
  • our ability to maintain and enhance our reputation and brand recognition;
  • consolidation in the health care industry;
  • competition which could limit our ability to maintain or expand market share within our industry;
  • risks related to governmental payor audits and actions, including whistleblower claims;
  • our ability to partner with providers due to exclusivity provisions in our contracts;
  • restrictions and penalties as a result of privacy and data protection laws;
  • adequate protection of our intellectual property, including trademarks;
  • any alleged infringement, misappropriation or violation of third-party proprietary rights;
  • our use of "open source" software;
  • our ability to protect the confidentiality of our trade secrets, know-how and other proprietary information;
  • our reliance on third parties and licensed technologies;
  • our ability to use, disclose, de-identify or license data and to integrate third-party technologies;
  • data loss or corruption due to failures or errors in our systems and service disruptions at our data centers;
  • online security risks and breaches or failures of our security measures;
  • our reliance on Internet infrastructure, bandwidth providers, data center providers, other third parties and our own systems for providing services to our users;
  • our reliance on third-party vendors to host and maintain our technology platform;
  • our ability to contain health care costs, implement increases in premium rates on a timely basis, maintain adequate reserves for policy benefits or maintain cost effective provider agreements;
  • the risk of a significant reduction in the enrollment in our health plan;
  • our dependency on our key personnel, and our ability to attract, hire, integrate and retain key personnel;
  • the risk of potential future goodwill impairment on our results of operations;
  • our indebtedness and our ability to obtain additional financing;
  • our ability to achieve profitability in the future;
  • the requirements of being a public company;
  • our adjusted results may not be representative of our future performance;
  • the risk of potential future litigation;
  • our holding company structure and dependence on distributions from Evolent Health LLC;
  • our obligations to make payments to certain of our pre-IPO investors for certain tax benefits we may claim in the future;
  • our ability to utilize benefits under the tax receivables agreement described herein;
  • our ability to realize all or a portion of the tax benefits that we currently expect to result from past and future exchanges of Class B common units of Evolent Health LLC for our Class A common stock, and to utilize certain tax attributes of Evolent Health Holdings and an affiliate of TPG;
  • distributions that Evolent Health LLC will be required to make to us and to the other members of Evolent Health LLC;
  • our obligations to make payments under the tax receivables agreement that may be accelerated or may exceed the tax benefits we realize;
  • different interests among our pre-IPO investors, or between us and our pre-IPO investors;
  • the terms of agreements between us and certain of our pre-IPO investors;
  • the potential volatility of our Class A common stock price;
  • the potential decline of our Class A common stock price if a substantial number of shares are sold or become available for sale or if a large number of Class B common units are exchanged for shares of Class A common stock;
  • provisions in our second amended and restated certificate of incorporation and amended and restated by-laws and provisions of Delaware law that discourage or prevent strategic transactions, including a takeover of us;
  • the ability of certain of our investors to compete with us without restrictions;
  • provisions in our second amended and restated certificate of incorporation which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees;
  • our intention not to pay cash dividends on our Class A common stock;
  • our ability to maintain effective internal control over financial reporting;
  • our expectations regarding the additional management attention and costs that will be required as we have transitioned from an "emerging growth company" to a "large accelerated filer"; and
  • our lack of public company operating experience.

The risks included here are not exhaustive. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Our Annual Report on Form 10-K for the year ended December 31, 2017, and other documents filed with the SEC include additional factors that could affect our businesses and financial performance. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors.

Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this release.

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SOURCE Evolent Health, Inc.

Company Codes: NYSE:EVH

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