UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	~~March 31,~~June 30, 2021
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number 001-36841

Inovalon Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware		47-1830316
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
4321 Collington Road,
Bowie,	Maryland	20716
(Address of principal executive offices)		(Zip Code)

(301) 809-4000

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name Of Each Exchange On Which Registered

Class A Common Stock, $0.000005 par value per share

INOV

NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~April~~July 16, 2021, the registrant had ~~77,812,168~~78,255,693 shares of Class A common stock outstanding and 78,081,076 shares of Class B common stock outstanding.

Table of Contents

INOVALON HOLDINGS, INC.

FORM 10-Q

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2021

TABLE OF CONTENTS


		Page
PART I—FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (unaudited)	1
	Consolidated Balance Sheets as of ~~March 31,~~June 30, 2021 and December 31, 2020	1
	Consolidated Statements of Operations for the three and six months ended ~~March 31,~~June 30, 2021 and 2020	2
	Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended ~~March 31,~~June 30, 2021 and 2020	3
	Consolidated Statements of Stockholders’ Equity for the three and six months ended ~~March 31,~~June 30, 2021 and 2020	4
	Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020	56
	Notes to Consolidated Financial Statements	67
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1213
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2223
Item 4.	Controls and Procedures	2224

PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	2325
Item 1A.	Risk Factors	2325
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2325
Item 3.	Defaults Upon Senior Securities	2325
Item 4.	Mine Safety Disclosures	2325
Item 5.	Other Information	2325
Item 6.	Exhibits	2426

SIGNATURES		2527

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

INOVALON HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share and par value amounts)


		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	128,630	$	123,880	Cash and cash equivalents	$	117,915	$	123,880

Accounts receivable (net of allowances of $2,502 at March 31, 2021 and $2,700 at December 31, 2020)		144,764		148,003
Accounts receivable (net of allowances of $3,735 at June 30, 2021 and $2,700 at December 31, 2020)						Accounts receivable (net of allowances of $3,735 at June 30, 2021 and $2,700 at December 31, 2020)	161,236		148,003
Prepaid expenses and other current assets	Prepaid expenses and other current assets	29,977		26,529		Prepaid expenses and other current assets	36,440		26,529
Income tax receivable	Income tax receivable	26,847		24,664		Income tax receivable	27,168		24,664
Total current assets	Total current assets	330,218		323,076		Total current assets	342,759		323,076
Non-current assets:	Non-current assets:					Non-current assets:
Property, equipment and capitalized software, net	Property, equipment and capitalized software, net	173,283		168,113		Property, equipment and capitalized software, net	175,423		168,113
Operating lease right-of-use assets	Operating lease right-of-use assets	34,279		35,355		Operating lease right-of-use assets	32,557		35,355
Goodwill	Goodwill	955,881		955,881		Goodwill	955,881		955,881
Intangible assets, net	Intangible assets, net	440,275		452,558		Intangible assets, net	433,619		452,558
Other assets	Other assets	32,060		36,415		Other assets	35,364		36,415
Total assets	Total assets	$	1,965,996	$	1,971,398	Total assets	$	1,975,603	$	1,971,398
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	47,484	$	52,998	Accounts payable and accrued expenses	$	47,215	$	52,998
Accrued compensation	Accrued compensation	26,743		40,860		Accrued compensation	32,307		40,860
Other current liabilities	Other current liabilities	42,178		39,835		Other current liabilities	42,641		39,835
Deferred revenue	Deferred revenue	15,517		10,854		Deferred revenue	11,212		10,854
Credit facilities	Credit facilities	9,800		9,800		Credit facilities	9,800		9,800
Operating lease liabilities	Operating lease liabilities	6,547		5,968		Operating lease liabilities	6,910		5,968
Finance lease liabilities	Finance lease liabilities	4,021		3,963		Finance lease liabilities	3,510		3,963
Total current liabilities	Total current liabilities	152,290		164,278		Total current liabilities	153,595		164,278
Non-current liabilities:	Non-current liabilities:					Non-current liabilities:
Credit facilities, less current portion	Credit facilities, less current portion	876,241		877,574		Credit facilities, less current portion	874,918		877,574
Operating lease liabilities, less current portion	Operating lease liabilities, less current portion	40,209		40,807		Operating lease liabilities, less current portion	39,258		40,807
Finance lease liabilities, less current portion	Finance lease liabilities, less current portion	24,582		25,759		Finance lease liabilities, less current portion	23,798		25,759
Other liabilities	Other liabilities	40,152		54,350		Other liabilities	38,009		54,350
Deferred income taxes	Deferred income taxes	102,801		99,916		Deferred income taxes	100,516		99,916
Total liabilities	Total liabilities	1,236,275		1,262,684		Total liabilities	1,230,094		1,262,684
Commitments and contingencies (Note 7)	Commitments and contingencies (Note 7)	0		0		Commitments and contingencies (Note 7)	0		0
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Common stock, $0.000005 par value, 900,000,000 shares authorized, 0 shares issued and outstanding at each of March 31, 2021 and December 31, 2020, respectively		0		0
Class A common stock, $0.000005 par value, 750,000,000 shares authorized; 92,242,152 shares issued and 77,621,977 shares outstanding at March 31, 2021; 91,617,450 shares issued and 76,997,275 shares outstanding at December 31, 2020		1		1
Class B common stock, $0.000005 par value, 150,000,000 shares authorized; 78,331,591 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		0		0
Preferred stock, $0.0001 par value, 100,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		0		0
Common stock, $0.000005 par value, 900,000,000 shares authorized, 0 shares issued and outstanding at each of June 30, 2021 and December 31, 2020, respectively						Common stock, $0.000005 par value, 900,000,000 shares authorized, 0 shares issued and outstanding at each of June 30, 2021 and December 31, 2020, respectively	0		0
Class A common stock, $0.000005 par value, 750,000,000 shares authorized; 92,666,590 shares issued and 78,046,415 shares outstanding at June 30, 2021; 91,617,450 shares issued and 76,997,275 shares outstanding at December 31, 2020						Class A common stock, $0.000005 par value, 750,000,000 shares authorized; 92,666,590 shares issued and 78,046,415 shares outstanding at June 30, 2021; 91,617,450 shares issued and 76,997,275 shares outstanding at December 31, 2020	1		1
Class B common stock, $0.000005 par value, 150,000,000 shares authorized; 78,081,076 shares issued and outstanding at June 30, 2021; 78,331,591 shares issued and outstanding at December 31, 2020						Class B common stock, $0.000005 par value, 150,000,000 shares authorized; 78,081,076 shares issued and outstanding at June 30, 2021; 78,331,591 shares issued and outstanding at December 31, 2020	0		0
Preferred stock, $0.0001 par value, 100,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively						Preferred stock, $0.0001 par value, 100,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	0		0
Additional paid-in-capital	Additional paid-in-capital	657,852		655,444		Additional paid-in-capital	662,727		655,444
Retained earnings	Retained earnings	310,046		300,890		Retained earnings	319,626		300,890
Treasury stock, at cost, 14,620,175 shares at March 31, 2021 and December 31, 2020, respectively		(199,817)		(199,817)
Treasury stock, at cost, 14,620,175 shares at June 30, 2021 and December 31, 2020, respectively						Treasury stock, at cost, 14,620,175 shares at June 30, 2021 and December 31, 2020, respectively	(199,817)		(199,817)
Other comprehensive loss	Other comprehensive loss	(38,361)		(47,804)		Other comprehensive loss	(37,028)		(47,804)
Total stockholders’ equity	Total stockholders’ equity	729,721		708,714		Total stockholders’ equity	745,509		708,714
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	1,965,996	$	1,971,398	Total liabilities and stockholders’ equity	$	1,975,603	$	1,971,398

See notes to consolidated financial statements.

Table of Contents

INOVALON HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per-share amounts)


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020				2021		2020		2021		2020
Revenue	Revenue	$	177,176	$	154,187		Revenue	$	190,439	$	162,215	$	367,615	$	316,402
Expenses:	Expenses:						Expenses:
Cost of revenue(1)	Cost of revenue(1)	44,397		41,043			Cost of revenue(1)	51,665		36,761		96,062		77,804
Sales and marketing(1)	Sales and marketing(1)	19,474		15,159			Sales and marketing(1)	21,734		15,073		41,208		30,232
Research and development(1)	Research and development(1)	8,519		7,104			Research and development(1)	9,349		8,835		17,868		15,939
General and administrative(1)	General and administrative(1)	53,025		53,883			General and administrative(1)	53,543		55,229		106,568		109,112
Depreciation and amortization	Depreciation and amortization	28,431		27,934			Depreciation and amortization	29,910		30,632		58,341		58,566

Total operating expenses	Total operating expenses	153,846		145,123			Total operating expenses	166,201		146,530		320,047		291,653
Income from operations	Income from operations	23,330		9,064			Income from operations	24,238		15,685		47,568		24,749
Other income and (expenses):	Other income and (expenses):						Other income and (expenses):
Interest income	Interest income	46		290			Interest income	51		96		97		386
Interest expense	Interest expense	(13,128)		(14,560)			Interest expense	(12,864)		(14,260)		(25,992)		(28,820)
Other expense, net	Other expense, net	(2)		(22)			Other expense, net	(38)		(148)		(40)		(170)
Income (Loss) before taxes	Income (Loss) before taxes	10,246		(5,228)			Income (Loss) before taxes	11,387		1,373		21,633		(3,855)
Provision for (Benefit from) income taxes	Provision for (Benefit from) income taxes	1,090		(3,545)			Provision for (Benefit from) income taxes	1,807		(652)		2,897		(4,197)
Net income (loss)		$	9,156	$	(1,683)
Net income (loss) attributable to common stockholders, basic and diluted		$	8,910	$	(1,683)
Net income (loss) per share attributable to common stockholders, basic and diluted:
Basic net income (loss) per share		$	0.06	$	(0.01)
Diluted net income (loss) per share		$	0.06	$	(0.01)
Net income							Net income	$	9,580	$	2,025	$	18,736	$	342
Net income attributable to common stockholders, basic and diluted							Net income attributable to common stockholders, basic and diluted	$	9,333	$	1,964	$	18,242	$	331
Net income per share attributable to common stockholders, basic and diluted:							Net income per share attributable to common stockholders, basic and diluted:
Basic net income per share							Basic net income per share	$	0.06	$	0.01	$	0.12	$	0
Diluted net income per share							Diluted net income per share	$	0.06	$	0.01	$	0.12	$	0
Weighted average shares of common stock outstanding:	Weighted average shares of common stock outstanding:						Weighted average shares of common stock outstanding:
Basic	Basic	150,302		149,183			Basic	150,690		149,517		150,498		149,350
Diluted	Diluted	150,454		149,183			Diluted	150,765		149,685		150,658		149,521

(1) Includes stock-based compensation expense as follows:
Cost of revenue $ 221 $ 165
Sales and marketing 938 620
Research and development 320 453
General and administrative 4,184 6,018
Total stock-based compensation expense $ 5,663 $ 7,256
________________________________________________


(1)	Includes stock-based compensation expense as follows:
	Cost of revenue	$	264	$	153	$	485	$	318
	Sales and marketing	1,136		752		2,074		1,372
	Research and development	363		269		683		722
	General and administrative	6,519		6,691		10,703		12,709
	Total stock-based compensation expense	$	8,282	$	7,865	$	13,945	$	15,121

See notes to consolidated financial statements.

Table of Contents

INOVALON HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, in thousands)

Three Months Ended
March 31,
2021 2020
Net income (loss) $ 9,156 $ (1,683)
Other comprehensive income (loss):
Realized losses on cash flow hedges reclassified from accumulated other comprehensive income, net of tax of $(1,501) and $(681), respectively 3,178 1,446
Net change in unrealized gains (losses) on cash flow hedges, net of tax of $(2,950) and $12,069, respectively 6,265 (25,646)
Comprehensive income (loss) $ 18,599 $ (25,883)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net income	$	9,580	$	2,025	$	18,736	$	342
Other comprehensive income (loss):
Realized losses on cash flow hedges reclassified from accumulated other comprehensive income, net of tax of $(1,532), $(1,293), $(3,033), and $(1,974) respectively	3,238		2,747		6,416		4,193
Net change in unrealized gains (losses) on cash flow hedges, net of tax of $926, $2,623, $(2,024), and $14,692, respectively	(1,905)		(5,571)		4,360		(31,217)



Comprehensive income (loss)	$	10,913	$	(799)	$	29,512	$	(26,682)

See notes to consolidated financial statements.

Table of Contents

INOVALON HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, in thousands, except share amounts)


		Issued Class A Common Stock			Issued Class B Common Stock			Treasury Stock			Additional Paid-in Capital				Retained Earnings			Accumulated Other Comprehensive Loss				Total Stockholders’ Equity				Issued Class A Common Stock							Issued Class B Common Stock								Treasury Stock						Additional Paid-in Capital				Retained Earnings				Accumulated Other Comprehensive Loss				Total Stockholders’ Equity
		Shares	Amount		Shares	Amount		Shares	Amount								Shares								Amount			Shares				Amount				Shares				Amount
Balance—January 1, 2021	Balance—January 1, 2021	91,617,450	$	1	78,331,591	$	0	(14,620,175)	$	(199,817)			$	655,444						$	300,890			$	(47,804)		$	708,714	Balance—January 1, 2021		91,617,450			$	1				78,331,591			$	0			(14,620,175)			$	(199,817)			$	655,444			$	300,890			$	(47,804)	$	708,714
Stock-based compensation expense	Stock-based compensation expense	—	—		—	—		—	—		5,533				—			—				5,533			Stock-based compensation expense	—			—				—				—				—			—				5,533				—				—				5,533
Exercise of stock options	Exercise of stock options	165,311	—		—	—		—	—		1,110				—			—				1,110			Exercise of stock options	165,311			—				—				—				—			—			1,110				—				—				1,110
Conversion of Class B to Class A common stock	Conversion of Class B to Class A common stock	0	—		0	—		—	—		—				—			—				—			Conversion of Class B to Class A common stock				—								—				—			—			—				—				—				—
Issuance of shares related to restricted stock units and awards, net of forfeitures	Issuance of shares related to restricted stock units and awards, net of forfeitures	619,090	—		—	—		—	—		—				—			—				—			Issuance of shares related to restricted stock units and awards, net of forfeitures	619,090			—				—				—				—			—			—				—				—				—
Shares withheld for employee taxes upon conversion of restricted stock	Shares withheld for employee taxes upon conversion of restricted stock	(159,699)	—		—	—		—	—		(4,235)				—			—				(4,235)			Shares withheld for employee taxes upon conversion of restricted stock	(159,699)			—				—				—				—			—			(4,235)				—				—				(4,235)
Other comprehensive loss		—	—		—	—		—	—		—				—			9,443				9,443
Other comprehensive income																									Other comprehensive income	—			—				—				—				—			—			—				—				9,443				9,443
Net income	Net income	—	—		—	—		—	—		—				9,156			—				9,156			Net income	—			—				—				—				—			—			—				9,156				—				9,156
Balance—March 31, 2021	Balance—March 31, 2021	92,242,152	$	1	78,331,591	$	0	(14,620,175)	$	(199,817)	$	657,852			$	310,046		$	(38,361)			$	729,721		Balance—March 31, 2021	92,242,152			$	1			78,331,591				$	0			(14,620,175)			$	(199,817)		$	657,852			$	310,046			$	(38,361)			$	729,721
Stock-based compensation expense																									Stock-based compensation expense	—			—				—				—				—			—			8,176				—				—				8,176
Exercise of stock options																									Exercise of stock options	—			—				—				—				—			—			—				—				—				—
Conversion of Class B to Class A common stock																									Conversion of Class B to Class A common stock	250,515			—				(250,515)				—				—			—			—				—				—				—
Issuance of shares related to restricted stock units and awards, net of forfeitures																									Issuance of shares related to restricted stock units and awards, net of forfeitures	281,030			—				—				—				—			—			—				—				—				—
Shares withheld for employee taxes upon conversion of restricted stock																									Shares withheld for employee taxes upon conversion of restricted stock	(107,107)			—				—				—				—			—			(3,301)				—				—				(3,301)
Other comprehensive income																									Other comprehensive income	—			—				—				—				—			—			—				—				1,333				1,333
Net income																									Net income	—			—				—				—				—			—			—				9,580				—				9,580
Balance—June 30, 2021																									Balance—June 30, 2021	92,666,590			$	1			78,081,076				$	0			(14,620,175)			$	(199,817)		$	662,727			$	319,626			$	(37,028)			$	745,509

Issued Class A Common Stock Issued Class B Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Stockholders’ Equity
Shares Amount Shares Amount Shares Amount
Balance—January 1, 2020 90,327,728 $ 1 79,369,411 $ 0 (14,620,175) $ (199,817) $ 636,461 $ 278,246 $ (26,732) $ 688,159
Stock-based compensation expense — — — — — — 7,164 — — 7,164
Exercise of stock options 23,183 — — — — — 183 — — 183
Conversion of Class B to Class A common stock 98,550 — (98,550) — — — — — — —
Issuance of shares related to restricted stock units and awards, net of forfeitures 574,082 — — — — — — — — —
Shares withheld for employee taxes upon conversion of restricted stock (148,071) — — — — — (2,947) — — (2,947)
Other comprehensive loss — — — — — — — — (24,200) (24,200)
Adjustment to retained earnings for adoption of ASC 326
— — — — — — — 65 — 65
Net loss — — — — — — — (1,683) — (1,683)
Balance—March 31, 2020 90,875,472 $ 1 79,270,861 $ 0 (14,620,175) $ (199,817) $ 640,861 $ 276,628 $ (50,932) $ 666,741

Table of Contents

INOVALON HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

(Unaudited, in thousands, except share amounts)


	Issued Class A Common Stock			Issued Class B Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance—January 1, 2020	90,327,728	$	1	79,369,411	$	0	(14,620,175)	$	(199,817)	$	636,461	$	278,246	$	(26,732)	$	688,159
Stock-based compensation expense	—	—		—	—		—	—		7,164		—		—		7,164
Exercise of stock options	23,183	—		—	—		—	—		183		—		—		183
Conversion of Class B to Class A common stock	98,550	—		(98,550)	—		—	—		—		—		—		—
Issuance of shares related to restricted stock units and awards, net of forfeitures	574,082	—		—	—		—	—		—		—		—		—
Shares withheld for employee taxes upon conversion of restricted stock	(148,071)	—		—	—		—	—		(2,947)		—		—		(2,947)
Other comprehensive loss	—	—		—	—		—	—		—		—		(24,200)		(24,200)
Adjustment to retained earnings for adoption of ASC 326	—	—		—	—		—	—		—		65		—		65
Net loss	—	—		—	—		—	—		—		(1,683)		—		(1,683)
Balance—March 31, 2020	90,875,472	$	1	79,270,861	$	0	(14,620,175)	$	(199,817)	$	640,861	$	276,628	$	(50,932)	$	666,741
Stock-based compensation expense	—	—		—	—		—	—		7,757		—		—		7,757
Exercise of stock options	—	—		—	—		—	—		—		—		—		—
Conversion of Class B to Class A common stock	—	—		—	—		—	—		—		—		—		—
Issuance of shares related to restricted stock units and awards, net of forfeitures	(40,849)	—		—	—		—	—		—		—		—		—
Shares withheld for employee taxes upon conversion of restricted stock	(124,672)	—		—	—		—	—		(2,163)		—		—		(2,163)
Other comprehensive loss	—	—		—	—		—	—		—		—		(2,824)		(2,824)
Net income	—	—		—	—		—	—		—		2,025		—		2,025
Balance—June 30, 2020	90,709,951	$	1	79,270,861	$	0	(14,620,175)	$	(199,817)	$	646,455	$	278,653	$	(53,756)	$	671,536

See notes to consolidated financial statements.

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INOVALON HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


		Three Months Ended March 31,					Six Months Ended June 30,
		2021		2020			2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income (loss)		$	9,156	$	(1,683)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income						Net income	$	18,736	$	342
Adjustments to reconcile net income to net cash provided by operating activities:						Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense	Stock-based compensation expense	5,663		7,256		Stock-based compensation expense	13,945		15,121
Depreciation	Depreciation	15,019		14,980		Depreciation	31,310		30,766
Amortization of intangibles	Amortization of intangibles	13,412		12,954		Amortization of intangibles	27,031		27,800
Amortization of debt issuance costs and debt discount	Amortization of debt issuance costs and debt discount	1,217		1,151		Amortization of debt issuance costs and debt discount	2,445		2,338
Deferred income taxes	Deferred income taxes	(1,568)		(181)		Deferred income taxes	(4,458)		(2,139)

Change in fair value of acquisition-related contingent consideration	Change in fair value of acquisition-related contingent consideration	0		109		Change in fair value of acquisition-related contingent consideration	0		3
Other	Other	(171)		(295)		Other	1,252		1,008
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Accounts receivable	Accounts receivable	3,928		1,614		Accounts receivable	(13,324)		(2,293)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(3,798)		635		Prepaid expenses and other current assets	(6,835)		(110)
Income taxes receivable	Income taxes receivable	(2,183)		(3,624)		Income taxes receivable	(2,505)		(2,517)
Other assets	Other assets	3,020		(862)		Other assets	1,206		(1,458)
Accounts payable and accrued expenses	Accounts payable and accrued expenses	(3,257)		(2,844)		Accounts payable and accrued expenses	0		3,649
Accrued compensation	Accrued compensation	(15,668)		(15,558)		Accrued compensation	(9,323)		(6,533)
Other current and non-current liabilities	Other current and non-current liabilities	1,909		(2,996)		Other current and non-current liabilities	2,062		(3,158)
Deferred revenue	Deferred revenue	5,757		3,443		Deferred revenue	(4,018)		472

Payment for acquisition-related contingent consideration						Payment for acquisition-related contingent consideration	0		(160)
Net cash provided by operating activities	Net cash provided by operating activities	32,436		14,099		Net cash provided by operating activities	57,524		63,131
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:

Purchases of property and equipment	Purchases of property and equipment	(4,448)		(5,533)		Purchases of property and equipment	(8,279)		(12,787)
Investment in capitalized software	Investment in capitalized software	(13,988)		(10,940)		Investment in capitalized software	(32,216)		(22,677)
Purchase of intangible assets	Purchase of intangible assets	(2,556)		0		Purchase of intangible assets	(9,254)		(10,819)

Net cash used in investing activities	Net cash used in investing activities	(20,992)		(16,473)		Net cash used in investing activities	(49,749)		(46,283)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Proceeds from credit facility borrowings	Proceeds from credit facility borrowings	0		99,000		Proceeds from credit facility borrowings	0		99,000
Repayment of credit facility borrowings	Repayment of credit facility borrowings	(2,450)		(2,450)		Repayment of credit facility borrowings	(4,900)		(103,900)
Payments for debt issuance costs	Payments for debt issuance costs	0		(1,000)		Payments for debt issuance costs	0		(1,000)
Proceeds from exercise of stock options	Proceeds from exercise of stock options	1,110		183		Proceeds from exercise of stock options	1,110		183
Finance lease liabilities paid	Finance lease liabilities paid	(1,119)		(631)		Finance lease liabilities paid	(2,414)		(1,331)
Tax payments for equity award issuances	Tax payments for equity award issuances	(4,235)		(2,947)		Tax payments for equity award issuances	(7,536)		(5,110)

Net cash (used in) provided by financing activities		(6,694)		92,155
Increase in cash and cash equivalents		4,750		89,781
Payment for acquisition-related contingent consideration						Payment for acquisition-related contingent consideration	0		(2,173)
Net cash used in financing activities						Net cash used in financing activities	(13,740)		(14,331)
(Decrease) Increase in cash and cash equivalents						(Decrease) Increase in cash and cash equivalents	(5,965)		2,517
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	123,880		93,094		Cash and cash equivalents, beginning of period	123,880		93,094
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	128,630	$	182,875	Cash and cash equivalents, end of period	$	117,915	$	95,611
Supplemental cash flow disclosure:	Supplemental cash flow disclosure:					Supplemental cash flow disclosure:

Income taxes paid, net	Income taxes paid, net	$	1,489	$	357	Income taxes paid, net	$	9,966	$	352
Interest paid	Interest paid	10,390		13,092		Interest paid	22,271		26,994
Non-cash transactions:	Non-cash transactions:					Non-cash transactions:

Accruals for purchases of property and equipment	Accruals for purchases of property and equipment	7,050		1,606		Accruals for purchases of property and equipment	5,876		3,559
Accruals for investment in capitalized software	Accruals for investment in capitalized software	9,103		1,440		Accruals for investment in capitalized software	6,839		773
Accruals for purchase of intangible assets	Accruals for purchase of intangible assets	1,125		10,819		Accruals for purchase of intangible assets	1,390		0

Leasehold improvements paid by lessor						Leasehold improvements paid by lessor	0		305

See notes to consolidated financial statements.

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INOVALON HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared by Inovalon Holdings, Inc. (“Inovalon” or the “Company”) in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the unaudited consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2020 consolidated balance sheet data included herein was derived from audited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly the Company’s financial position as of ~~March 31,~~June 30, 2021, the results of operations, comprehensive income (loss), and stockholders’ equity for the three and six-month periods ended June 30, 2021 and 2020 and cash flows for the ~~three-month periods~~six month period ended ~~March 31,~~June 30, 2021 and 2020. The results of operations for the ~~three-month~~three and six-month periods ended ~~March 31,~~June 30, 2021 and 2020 are not necessarily indicative of the results to be expected for the full year. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, and related disclosures, as of the date of the financial statements, and the amounts of revenue and expenses reported during the period. Actual results could differ from estimates. The information contained herein should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”).

The accompanying unaudited consolidated financial statements include the accounts of Inovalon and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The Company’s management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements.

Recently Issued Accounting Standards

There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s consolidated financial statements and note disclosures, from those disclosed in the 2020 Form 10-K, that would be expected to impact the Company.

2. REVENUE

The Company primarily derives its revenues through the sale or subscription licensing of its platform solutions and services. The following table disaggregates revenue by offering (in thousands):


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020				2021		2020		2021		2020
Platform solutions(1)	Platform solutions(1)	$	161,619	$	140,617		Platform solutions(1)	$	172,052	$	147,148	$	333,671	$	287,765
Services(2)	Services(2)	15,557		13,570			Services(2)	18,387		15,067		33,944		28,637
Total revenue	Total revenue	$	177,176	$	154,187		Total revenue	$	190,439	$	162,215	$	367,615	$	316,402

(1)Platform solutions include arrangements for technology-based offerings representing subscription-based cloud-based platform offerings, real-time accessibility of comprehensive patient-specific healthcare data and analytical insights through Inovalon DataStream™, and legacy platform solutions that are not cloud-based and not billed under a subscription-based contract structure.

(2)Services include advisory, implementation, and support services under time and materials, fixed price, or retainer-based contracts.

Contract Balances

As of ~~March 31,~~June 30, 2021, the Company had contract assets of ~~$73.1~~$92.8 million of which ~~$55.3~~$69.5 million was included in accounts receivable, ~~$6.8~~$8.9 million was included in prepaid expenses and other current assets, and ~~$11.0~~$14.4 million was included in other assets on the consolidated balance sheets. As of December 31, 2020, the Company had contract assets of $63.0 million of which $40.2 million was included in accounts receivable, $7.6 million was included in prepaid expenses and other current assets, and $15.2 million was included in other assets on the consolidated balance sheets.

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As of ~~March 31,~~June 30, 2021, the Company had contract liabilities of ~~$30.3~~$22.8 million, which is included in deferred revenue on the consolidated balance sheet and presented net of ~~contracts~~contract assets of ~~$14.8~~$11.6 million. As of December 31, 2020, the Company had contract liabilities of $22.3 million, which is included in deferred revenue on the consolidated balance sheet and presented net of ~~contracts~~contract assets of $11.4 million. Revenue recognized during the three and six months ended ~~March 31,~~June 30, 2021 that was included in the deferred revenue balance at the beginning of the year was ~~$10.1 million.~~$5.8 million and $15.9 million, respectively.

Costs to Obtain a Contract

The Company had a deferred commissions balance of ~~$19.9~~$21.0 million and $18.9 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. Short-term and long-term deferred commissions are classified as prepaid expenses and other current assets and other assets on the consolidated balance sheet, respectively.

3. NET INCOME ~~(LOSS)~~ PER SHARE

Holders of all outstanding classes of common stock participate ratably in earnings on an identical per share basis as if all shares were a single class. Basic earnings per share (“EPS”) is computed by dividing net income ~~(loss)~~ by the weighted average number of shares of common stock (Class A common stock and Class B common stock) outstanding during the period. Diluted EPS is computed by dividing net income by the sum of the weighted average number of shares of common stock outstanding and potentially dilutive securities outstanding during the period under the treasury stock method. If the Company incurs a loss from continuing operations, diluted EPS is computed in the same manner as basic EPS. Potentially dilutive securities include stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”). Under the treasury stock method, dilutive securities are assumed to be exercised at the beginning of the periods and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Securities are excluded from the computations of diluted earnings per share if their effect would be anti-dilutive to EPS.

On February 18, 2015, the date of the completion of the Company’s IPO, the Company’s 2015 Omnibus Incentive Plan (the “2015 Plan”) became effective. The 2015 Plan provided for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the Company’s employees and any parent and subsidiary employees, and for the grant of non-qualified stock options, stock appreciation rights, restricted stock, RSAs, RSUs, dividend equivalent rights, cash-based awards (including annual cash incentives and long-term cash incentives), and any combination thereof to the Company’s employees, directors, and consultants and to employees, directors, and consultants of certain affiliated entities. At the Company’s annual meeting of stockholders held on June 5, 2019, the Company’s stockholders, upon the recommendation of the Board of Directors of the Company (the “Board”), approved the Amended and Restated 2015 Omnibus Incentive Plan (the “Amended Plan”), which was previously adopted by the Board on February 14, 2019, subject to the approval by the stockholders. The Amended Plan (i) increases the maximum number of shares of the Company’s Class A common stock available for issuance by 6,000,000 shares to a total of 13,335,430; (ii) removes the provisions regarding Section 162(m) of the Code that are no longer relevant due to recent changes to the Code pursuant to the Tax Cuts and Jobs Act of 2017, which eliminated the “performance-based compensation” exception to the deduction limitation under Section 162(m) of the Code; and (iii) extends the term of the Amended Plan until the tenth anniversary of the date of Board approval of the Amended Plan.

The Company has issued RSAs under the Amended Plan. The Company considers issued and unvested RSAs to be participating securities as the holders of these RSAs have a non-forfeitable right to dividends in the event of the Company’s declaration of a dividend on shares of Class A and Class B common stock. Subsequent to the issuance of the participating securities, the Company applied the two-class method required in calculating net income ~~(loss)~~ per share of Class A and Class B common stock. Under the two-class method, net income ~~(loss)~~ attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income, ~~(loss),~~ less earnings attributable to participating securities. The net income ~~(loss)~~ per share attributable to common stockholders is allocated based on the contractual participation rights of the Class A common stock and Class B common stock as if the income for the period has been distributed. As the liquidation and dividend rights are identical for both classes of common stock, the net income ~~(loss)~~ attributable to common stockholders is allocated on a proportionate basis. If the Company incurs a loss from continuing operations, losses are not allocated to participating securities.

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The following table reconciles the weighted average shares outstanding for basic and diluted EPS for the periods indicated (in thousands, except per share amounts):


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020				2021		2020		2021		2020
Basic	Basic						Basic
Numerator:	Numerator:						Numerator:
Net income (loss)		$	9,156	$	(1,683)
Net income							Net income	$	9,580	$	2,025	$	18,736	$	342
Undistributed earnings allocated to participating securities	Undistributed earnings allocated to participating securities	(246)		0			Undistributed earnings allocated to participating securities	(247)		(61)		(494)		(11)
Net income (loss) attributable to common stockholders—basic		$	8,910	$	(1,683)
Net income attributable to common stockholders—basic							Net income attributable to common stockholders—basic	$	9,333	$	1,964	$	18,242	$	331
Denominator:	Denominator:						Denominator:
Weighted average shares used in computing net income (loss) per share attributable to common stockholders—basic		150,302		149,183
Net income (loss) per share attributable to common stockholders—basic		$	0.06	$	(0.01)
Weighted average shares used in computing net income per share attributable to common stockholders—basic							Weighted average shares used in computing net income per share attributable to common stockholders—basic	150,690		149,517		150,498		149,350
Net income per share attributable to common stockholders—basic							Net income per share attributable to common stockholders—basic	$	0.06	$	0.01	$	0.12	$	0
Diluted	Diluted						Diluted
Numerator:	Numerator:						Numerator:
Net income (loss) attributable to common stockholders—diluted		$	8,910	$	(1,683)
Net income attributable to common stockholders—diluted							Net income attributable to common stockholders—diluted	$	9,333	$	1,964	$	18,242	$	331
Denominator:	Denominator:						Denominator:
Number of shares used for basic EPS computation	Number of shares used for basic EPS computation	150,302		149,183			Number of shares used for basic EPS computation	150,690		149,517		150,498		149,350
Effect of dilutive securities	Effect of dilutive securities	152		0			Effect of dilutive securities	75		168		160		171
Weighted average shares used in computing net income (loss) per share attributable to common stockholders—diluted		150,454		149,183
Net income (loss) per share attributable to common stockholders—diluted		$	0.06	$	(0.01)
Weighted average shares used in computing net income per share attributable to common stockholders—diluted							Weighted average shares used in computing net income per share attributable to common stockholders—diluted	150,765		149,685		150,658		149,521
Net income per share attributable to common stockholders—diluted							Net income per share attributable to common stockholders—diluted	$	0.06	$	0.01	$	0.12	$	0

4. LEASES

The Company determines whether a contract is or contains a lease at inception. At the lease commencement date, the Company records a liability for the lease obligation and a corresponding asset representing the right to use the underlying asset over the lease term. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet and are recognized in expense using a straight-line basis for all asset classes. Variable lease payments are expensed as incurred, which primarily include maintenance costs, services provided by the lessor, and other charges reimbursed to the lessor.

The Company leases office space, data center facilities, printers, and equipment with remaining lease terms ranging from one year to twelve years, some of which contain renewal or purchase options. The exercise of these options is at the Company’s sole discretion. The Company has entered into sublease agreements for unoccupied leased office space and records sublease income netted against rent expense. Additionally, the Company is required to maintain a standby letter of credit in the amount of $1.0 million to satisfy the requirements of a certain lease agreement.

Certain of the Company’s leases contain lease and non-lease components. The Company has elected the practical expedient under ASC 842-10-15-37 for all asset classes which allows companies to account for lease and non-lease components as a single lease component.

Certain Company leases do not contain an implicit rate of return, therefore an incremental borrowing rate was determined. The Company assessed which rate would be most reflective of a reasonable rate the Company would be able to borrow based on asset class and lease term.

Finance lease right-of-use assets of ~~$22.2~~$21.3 million are included in property, equipment, and capitalized software, net on the consolidated balance sheet.

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The following table presents components of lease expense for the three and six months ended ~~March 31,~~June 30, 2021 and ~~March 31,~~June 30, 2020 (in thousands):


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020				2021		2020		2021		2020
Finance lease cost	Finance lease cost						Finance lease cost
Amortization of right-of-use assets	Amortization of right-of-use assets	$	937	$	492		Amortization of right-of-use assets	$	937	$	1,261	$	1,874	$	1,753
Interest on lease liabilities	Interest on lease liabilities	219		107			Interest on lease liabilities	208		274		427		381
Operating lease cost	Operating lease cost	2,214		2,718			Operating lease cost	2,216		2,545		4,430		5,263

Variable lease cost	Variable lease cost	348		403			Variable lease cost	255		373		603		776
Sublease income	Sublease income	(213)		(131)			Sublease income	(131)		(213)		(344)		(344)
Total lease cost	Total lease cost	$	3,505	$	3,589		Total lease cost	$	3,485	$	4,240	$	6,990	$	7,829

Supplemental cash flow information related to leases for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and ~~March 31,~~June 30, 2020 are as follows (in thousands):


		Three Months Ended March 31,					Six Months Ended June 30,
		2021		2020			2021		2020
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:					Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	Operating cash flows for operating leases	$	1,649	$	2,492	Operating cash flows for operating leases	$	3,293	$	5,075
Operating cash flows for financing leases	Operating cash flows for financing leases	221		107		Operating cash flows for financing leases	430		472
Financing cash flows for financing leases	Financing cash flows for financing leases	1,119		631		Financing cash flows for financing leases	2,414		1,331
Right-of-use assets obtained in exchange for lease liabilities:
Right-of-use assets obtained in exchange for lease liabilities(1):						Right-of-use assets obtained in exchange for lease liabilities(1):
Operating leases	Operating leases	$	584	$	0	Operating leases	$	676	$	(8,017)

Finance leases						Finance leases	0		10,785

(1)During the second quarter of 2020, the Company executed an amendment to an existing lease agreement resulting in the reclassification of certain lease components from an operating lease to a finance lease. As such, the Company recorded an adjustment to reduce the operating lease liability and the corresponding operating lease right-of-use asset and increase the finance lease liability and corresponding finance lease right-of-use asset.

Supplemental balance sheet information related to leases as of ~~March 31,~~June 30, 2021 and December 31, 2020 are as follows:

March 31,
2021

December 31,
2020

June 30,
2021

December 31,
2020

Weighted average remaining lease term:

Operating leases

4 years

Operating leases

4 years

Financing leases

8 years

Financing leases

8 years

Weighted average discount rate:

Operating leases

4.1

Operating leases

4.1

Financing leases

3.0

Financing leases

3.0

5. DEBT

On April 2, 2018, the Company entered into a credit agreement (the “2018 Credit Agreement”) with a group of lenders and Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative agent, providing for (i) a term loan B facility with the Company as borrower in a total principal amount of $980.0 million (the “2018 Term Facility”); and (ii) a revolving credit facility with the Company as borrower in a total principal amount of up to $100.0 million (the “2018 Revolving Facility” and, together with the 2018 Term Facility, the “2018 Credit Facilities”). The 2018 Revolving Facility will terminate on April 2, 2023 and the 2018 Term Facility will mature on April 2, 2025. As of ~~March 31,~~June 30, 2021, the Company had $100.0 million available to it consisting of $99.0 million on the 2018 Revolving Facility and a letter of credit of $1.0 million.

On February 11, 2020, the Company executed an amendment to the 2018 Credit Agreement to reprice the applicable interest rate margins on the 2018 Credit Facilities, resulting in a decrease to the applicable interest rate margin by 50 basis points to 3.00%. During the first quarter of 2021, the Company achieved a defined senior secured net leverage ratio which

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resulted in an additional 25 basis point reduction to the applicable interest rate margin to 2.75%. Other material provisions under the 2018 Credit Agreement, including covenants, the maturity date of April 2, 2025, with respect to the 2018 Term Facility, and April 2, 2023, with respect to the 2018 Revolving Facility, and amount of debt available to the Company, remained unchanged by the repricing amendment.

At the option of the Company, the loans outstanding under the 2018 Term Facility will bear interest either at: (i) Adjusted LIBOR plus an applicable rate of 2.75% or (ii) the Alternate Base Rate (“ABR”) plus an applicable margin. The Company may elect interest periods of one, two, three or six months for Adjusted LIBOR borrowings. As set forth in the 2018 Credit

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Agreement, the ABR is the higher of: (i) the rate that MSSF as administrative agent announces from time to time as its prime or base commercial lending rate, as in effect from time to time, (ii) the Federal Funds Effective Rate plus ½ of 1.0% and (iii) one-month Adjusted LIBOR plus 1.0%.

The following table discloses the outstanding debt at each balance date as follows (in thousands):


		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020
2018 Term Facility(1)	2018 Term Facility(1)	$	886,041	$	887,374	2018 Term Facility(1)	$	884,718	$	887,374

Less: current portion	Less: current portion	9,800		9,800		Less: current portion	9,800		9,800
Non-current Credit Facilities	Non-current Credit Facilities	$	876,241	$	877,574	Non-current Credit Facilities	$	874,918	$	877,574

(1)The 2018 Term Facility is presented net of unamortized deferred financing fees and original issue discount (“OID”) of ~~$19.5~~$18.3 million and $20.6 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

The Company and its Restricted Subsidiaries (as defined in the 2018 Credit Agreement) are subject to certain affirmative and negative covenants under the 2018 Credit Agreement, and the 2018 Credit Agreement includes certain customary representations and warranties of the Company. As of ~~March 31,~~June 30, 2021, the Company is in compliance with the covenants under the 2018 Credit Agreement.

6. FAIR VALUE MEASUREMENTS

The following table presents the fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of ~~March 31,~~June 30, 2021 (in thousands):


		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Cash equivalents:	Cash equivalents:									Cash equivalents:
Money market funds	Money market funds	$	42,097	$	0	$	0	$	42,097	Money market funds	$	42,098	$	0	$	0	$	42,098

Other current liabilities:	Other current liabilities:									Other current liabilities:
Interest rate swaps	Interest rate swaps	0		(18,659)		0		(18,659)		Interest rate swaps	0		(18,723)		0		(18,723)
Contingent consideration	Contingent consideration	0		0		(14,810)		(14,810)		Contingent consideration	0		0		(14,810)		(14,810)
Other liabilities:	Other liabilities:									Other liabilities:
Interest rate swaps	Interest rate swaps	0		(37,812)		0		(37,812)		Interest rate swaps	0		(35,810)		0		(35,810)
Contingent consideration	Contingent consideration	0		0		(1,373)		(1,373)		Contingent consideration	0		0		(1,373)		(1,373)
Total	Total	$	42,097	$	(56,471)	$	(16,183)	$	(30,557)	Total	$	42,098	$	(54,533)	$	(16,183)	$	(28,618)

The following table presents the fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 (in thousands):


	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	42,096	$	0	$	0	$	42,096






Other current liabilities:
Interest rate swaps	0		(18,694)		0		(18,694)
Contingent consideration	0		0		(14,810)		(14,810)
Other liabilities:
Interest rate swaps	0		(51,659)		0		(51,659)
Contingent consideration	0		0		(1,373)		(1,373)
Total	$	42,096	$	(70,353)	$	(16,183)	$	(44,440)

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The Company determines the fair value of its security holdings based on pricing from its pricing vendors. The valuation techniques used to measure the fair value of financial instruments having Level 2 inputs were derived from prevailing market interest rates and discount rates to present value future cash flows based on the forward LIBOR yield curves. Such market rates or prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted rates or prices that are observable either directly or indirectly (Level 2 inputs). The Company performs procedures to ensure that appropriate fair values are recorded such as comparing rates or prices obtained from other sources.

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The following table presents financial instruments measured at fair value using unobservable inputs (Level 3) (in thousands):


		Fair Value Measurements Using Unobservable Inputs (Level 3)					Fair Value Measurements Using Unobservable Inputs (Level 3)
		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020
Balance, beginning of period	Balance, beginning of period	$	(16,183)	$	(16,790)	Balance, beginning of period	$	(16,183)	$	(16,790)
Fair value adjustment (recognized in general and administrative expenses)	Fair value adjustment (recognized in general and administrative expenses)	0		(2,967)		Fair value adjustment (recognized in general and administrative expenses)	0		(2,967)
Accretion expense (recognized in general and administrative expenses)	Accretion expense (recognized in general and administrative expenses)	0		(109)		Accretion expense (recognized in general and administrative expenses)	0		(109)
Settlement of liability	Settlement of liability	0		3,683		Settlement of liability	0		3,683
Total	Total	$	(16,183)	$	(16,183)	Total	$	(16,183)	$	(16,183)

2018 Credit Facilities

The Company records debt on the balance sheet at carrying value. The estimated fair value of the Company’s debt is determined based on Level 2 inputs including current market rates for similar types of borrowings. The following table presents the carrying value and fair value of the Company’s debt (including the current portion thereof) as of ~~March 31,~~June 30, 2021 (in thousands):


	~~March 31,~~June 30, 2021
Carrying value	$	~~886,041~~884,718
Fair value	$	~~877,180~~878,083

Interest Rate Swaps

In connection with the 2018 Credit Agreement, the Company entered into 4 interest rate swaps during the second quarter of 2018, each of which mature in March 2025, to mitigate the risk of a rise in interest rates. These interest rate swaps mitigate the exposure on the variable component of interest on the Company’s 2018 Credit Facility. The interest rate swaps fix the LIBOR component of interest on $700.0 million of the 2018 Term Facility at a weighted average rate of approximately 2.8%. See “Note 5—Debt” for additional information. These interest rate swaps are designated as cash flow hedges and are deemed highly effective under ASC 815, Derivatives and Hedging. The interest rate swaps are recorded on the balance sheet at fair value as either assets or liabilities and any changes to the fair value are recorded through accumulated other comprehensive income (loss) and reclassified into interest expense in the same period in which the hedged transaction is recognized in earnings. Cash flows from interest rate swaps are reported in the same category as the cash flows from the items being hedged.

The following table presents the location and amount of gains and losses on interest rate swaps included in other comprehensive income (“OCI”) and the statement of operations for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 (in thousands):

Three Months Ended March 31, 2021

Gain (Loss) recognized in OCI

Statement of Operations Location

(Gain) Loss reclassified from OCI

Three Months Ended June 30, 2021

Gain (Loss) recognized in OCI

Statement of Operations Location

(Gain) Loss reclassified from OCI

Interest rate swap contract

9,215

Interest expense

4,679

Interest rate swap contract

(2,831)

Interest expense

4,770

Six Months Ended June 30, 2021

Gain (Loss) recognized in OCI

Statement of Operations Location

(Gain) Loss reclassified from OCI

Interest rate swap contract

6,384

Interest expense

9,449

Three Months Ended March 31, 2020 Gain (Loss) recognized in OCI Statement of Operations Location (Gain) Loss reclassified from OCI
Interest rate swap contract $ (37,715) Interest expense $ 2,127

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Three Months Ended June 30, 2020	Gain (Loss) recognized in OCI		Statement of Operations Location	(Gain) Loss reclassified from OCI
Interest rate swap contract	$	(8,194)	Interest expense	$	4,040
Six Months Ended June 30, 2020	Gain (Loss) recognized in OCI		Statement of Operations Location	(Gain) Loss reclassified from OCI
Interest rate swap contract	$	(45,909)	Interest expense	$	6,167

The net amount of accumulated other comprehensive loss expected to be reclassified to interest expense in the next 12 months is $18.8 million.

7. COMMITMENTS AND CONTINGENCIES

Legal Proceedings—From time to time the Company is involved in various litigation matters arising out of the normal course of business. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to such matters. Estimating the probable losses or a range of probable losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal. Whether any losses, damages or remedies ultimately resulting from such matters could reasonably have a material effect on the Company’s business, financial

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condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages (if any) and the structure and type of any such remedies. The Company’s management does not presently expect any litigation matters to have a material adverse impact on the consolidated financial statements of the Company.

There have been no significant or material developments to current legal proceedings, including the estimated effects on the Company’s consolidated financial statements and note disclosures, subsequent to the disclosure previously provided in Note 11 of the Notes to the Consolidated Financial Statements in the 2020 Form 10-K.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2021 (the “2020 Form 10-K”). Unless we otherwise indicate or the context requires, references to the “Company,” “Inovalon,” “we,” “our,” and “us” refer to Inovalon Holdings, Inc. and its consolidated subsidiaries.

Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this Quarterly Report other than statements of historical fact, including but not limited to statements regarding our future results of operations and financial position, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “see,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business 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 we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Factors that may cause actual results to differ from expected results include, among others:

•our future financial performance, including our ability to continue and manage our growth;

•our ability to retain our client base and sell additional services to them;

•the effect of the concentration of our revenue among our top clients;

•our ability to innovate and adapt our platforms and toolsets;

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•the effects of regulations applicable to us, including new and evolving regulations relating to data protection and data privacy;

•the effects of consolidation in the healthcare industry;

•the ability to successfully integrate our acquisitions, and the ability of the acquired business to perform as expected;

•the ability to enter into new agreements with existing or new platforms, products, and solutions in the timeframes expected, or at all;

•the successful implementation and adoption of new platforms, products and solutions;

•the effects of changes in tax legislation for jurisdictions within which we operate, including recent changes in U.S. tax laws;

•the ability to protect the privacy of our clients’ data and prevent security breaches;

•the effect of current or future litigation;

•the effect of competition on our business;

•the efficacy of our platforms and toolsets;

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•the effects and potential effects of the COVID-19 pandemic, or other future pandemics or large-scale diseases, on our business, cash flow, liquidity and results of operations due to, among other things, effects on the economy generally and on our customers, including:

•the possible effects of significant rising unemployment, the inability of consumers to timely pay our customers and the resulting potential inability of our customers to pay the fees under our contracts on time or in full;

•the delay in the contracting for services by our customers;

•potential other delays in the sales cycle for new customers and products; and

•other unforeseen impacts on our customers and potential customers and on our employees that could have a negative impact on us; and

•the timing and size of business realignment and restructuring charges.

Forward-looking statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from those anticipated by such statements. These factors include, among other factors, those set forth in our 2020 Form 10-K, under the heading Part I, Item 1A, “Risk Factors.”

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to, and we disclaim any obligation to, update any of these forward- looking statements after the date of this Quarterly Report or to conform these statements to actual results or revised expectations.

Overview

We are a leading provider of cloud-based platforms empowering data-driven healthcare. Through the Inovalon ONE® Platform, Inovalon brings to the marketplace a national-scale capability to interconnect with the healthcare ecosystem, aggregate and analyze data in real-time, and empower the application of resulting insights to drive meaningful impact at the point of care. Leveraging its Platform, unparalleled proprietary datasets, and industry-leading subject matter expertise, Inovalon enables better care, efficiency, and financial performance across the healthcare ecosystem. From health plans and provider organizations, to pharmaceutical, medical device, and diagnostics companies, Inovalon’s unique achievement of value is delivered through the effective progression of “Turning Data into Insight, and Insight into Action®.” Supporting thousands of clients, including all 25 of the top 25 U.S. health plans, all 25 of the top 25 global pharma companies, 24 of the top 25 U.S. healthcare provider systems, and many of the leading pharmacy organizations, device manufacturers, and other healthcare industry constituents, Inovalon’s technology platforms and analytics are informed by data pertaining to more than one million physicians, ~~580,000~~584,000 clinical facilities, ~~336~~338 million Americans, and 6263 billion medical events.

We generate the substantial majority of our revenue through the sale or subscription licensing of our platform solutions, as well as revenue from related arrangements for advisory, implementation, and support services.

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COVID-19

The outbreak of the novel coronavirus disease (“COVID-19”) was labeled a global pandemic by the World Health Organization in March 2020 and has led to material and adverse impacts on the U.S. and global economies and created widespread uncertainty. In response to the COVID-19 pandemic, during 2020, we implemented our “Pandemic Plan,” which included transitioning our workforce to a remote working model and performing drills to ensure the preparedness of our workforce and we launched data-driven and analytically informed telehealth capabilities within a number of our platform offerings. During 2020, certain services and legacy offerings experienced a degree of softness resulting from the COVID-19 pandemic, which we believe are temporary and that a significant portion of this softness represents demand delays (not demand loss). During 2021, we have continued to experience some impact from the COVID-19 pandemic in line with our expectations. Although we have experienced some recovery in our services offerings and we continue to expect some degree of additional “catch-up” in our legacy offerings following the COVID-19 pandemic impact period, we can provide no assurance that demand delays experienced will not result in permanent demand loss, or as to the timing of the peak of the pandemic and the ultimate impact of the pandemic on the U.S. and global economy and on our business. In addition, the COVID-19 pandemic has had and is likely to continue to have adverse effects on our clients, suppliers and third-party business partners. As of the date of this Quarterly Report, we have not experienced significant disruption in our operations as a result of the COVID-19 pandemic, and we are conducting business with modifications to employee travel and employee work locations, among other modifications.

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The extent to which the COVID-19 pandemic impacts our business, operations, and financial results, including the duration and magnitude of such impact, will depend on numerous factors that the company may not be able to accurately predict, including those discussed in Part I, Item 1A, “Risk Factors” in our 2020 Form 10-K. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, clients, partners, and stockholders.

Quarterly Key Metrics

We review certain metrics quarterly, including the key metrics shown in the table below. We believe the key metrics illustrated in the table below are indicative of our overall level of analytical activity and our underlying growth in the business.


		March 31,			June 30,
		2021	2020		2021	2020
		(in thousands)			(in thousands)
MORE2 Registry® dataset metrics(1)	MORE2 Registry® dataset metrics(1)			MORE2 Registry® dataset metrics(1)
Unique patient count(2)	Unique patient count(2)	336,355	315,610	Unique patient count(2)	338,642	319,489
Medical event count(3)	Medical event count(3)	62,745,949	55,092,985	Medical event count(3)	63,771,522	55,909,357
Trailing twelve-month Patient Analytics Months (PAM)(1)(4)	Trailing twelve-month Patient Analytics Months (PAM)(1)(4)	72,287,954	68,531,751	Trailing twelve-month Patient Analytics Months (PAM)(1)(4)	74,240,889	72,342,794

(1)MORE2 Registry® dataset metrics and Trailing twelve-month PAM, each of which is presented in the table, are key operating metrics that management uses to assess our level of operational activity. While we believe that each of these metrics is indicative of our overall level of analytical activity and the underlying growth in our business, increases or decreases in these metrics do not necessarily correlate to proportional increases or decreases in revenue, or net income. For instance, although increased levels of analytical activity historically have corresponded to increases in revenue over the long term, differences in fees charged for different analytical packages exist and differences in how analytics trigger the applicability of our data-driven intervention platforms may result in increases in analytical activity that do not result in proportional increases in revenue, or net income (and vice versa). Accordingly, while we believe the presentation of these operating metrics is helpful to investors in understanding our business, these metrics have limitations and should not be considered as substitutes for analysis of our financial results reported under generally accepted accounting principles (“GAAP”). In addition, we believe that other companies, including companies in our industry, do not present similar operating metrics and that there is no commonly accepted method of calculating these metrics, which may reduce their usefulness as comparative measures.

(2)Unique patient count is defined as each unique, longitudinally matched, de-identified natural person represented in our MORE2 Registry® as of the end of the period presented.

(3)Medical event count is defined as the total number of discrete medical events as of the end of the period presented (for example, a discrete medical event typically results from the presentation of a patient to a physician for the diagnosis of diabetes and congestive heart failure in a single visit, the presentation of a patient to an emergency department for chest pain, etc.).

(4)PAM is defined as the sum of the analytical processes performed on each respective patient within patient populations covered by clients under contract. As used in the metric, an “analytical process” is a distinct set of data calculations undertaken by us which is initiated and completed within our platform solutions to examine a specific question such as

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whether a patient is believed to have a condition such as diabetes, or worsening of the disease, during a specific time period.

Trends and Factors Affecting Our Future Performance

A number of factors influence our growth and performance. We see many of these factors as being more quantitatively driven, such as the rate of growth of the underlying data counts within our datasets, the ongoing investment in innovation, and our revenue mix of subscription-based platform offerings. Additionally, there are several factors that influence our growth and performance that are less quantitatively driven, including seasonality, macro-economic forces, including as a result of the COVID-19 pandemic, and trends within healthcare (such as payment models, incentivization, and regulatory oversight) that can be driven by changes in federal and state laws and regulations, as well as private sector market forces.

Growth of Datasets. Healthcare costs in the United States have been increasing significantly for many years. This rise in healthcare costs has driven a broad transition from consumption-based payment models to quality and value-based payment models across the healthcare landscape. As a result, the specific disease and comorbidity status, clinical and quality outcomes, resource utilization, and care details of the individual patient have become increasingly relevant to the various constituents across the healthcare delivery system. Concurrently, the count and complexity of diseases, diagnostics, and treatments—as well as payment models and regulatory oversight requirements—have soared. In this setting, granular data has become critical to determining and improving quality and financial performance in healthcare. Our MORE2 Registry® is our largest principal

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dataset and serves as a proxy for our general growth of datasets within Inovalon. The growth of our datasets that inform our analytical capabilities and comparative analytics is a key aspect of our provision of value to our clients and is indicative of our overall growth and capabilities.

Innovation and Platform Development. Our business model is based upon our ability to deliver value to our clients through our platform solutions and related services focused on the achievement of meaningful and measurable improvements in clinical quality outcomes and financial performance in healthcare. Our ability to deliver this value is dependent in part on our ability to continue to innovate, design new capabilities, enter into new agreements with clients for new platforms, and bring these capabilities to market in an enterprise scale. Our continued ability to innovate our platform and bring differentiated capabilities to market is an important aspect of our business success.

Our investment in innovation includes costs for research and development, capitalized software development, and capital expenditures related to hardware and software platforms on which our platform solutions are deployed as summarized below (in thousands, except percentages).


		Three Months Ended March 31,						Three Months Ended June 30,					Six Months Ended June 30,
		2021			2020					2021			2020			2021			2020
Investment in Innovation:	Investment in Innovation:								Investment in Innovation:
Research and development(1)	Research and development(1)	$	8,519		$	7,104			Research and development(1)	$	9,349		$	8,835		$	17,868		$	15,939
Capitalized software development(2)	Capitalized software development(2)	16,320			10,432				Capitalized software development(2)	15,964			11,070			32,284			21,502
Research and development infrastructure investments(3)	Research and development infrastructure investments(3)	101			—				Research and development infrastructure investments(3)	144			—			245			—
Total investment in innovation	Total investment in innovation	$	24,940		$	17,536			Total investment in innovation	$	25,457		$	19,905		$	50,397		$	37,441
As a percentage of revenue	As a percentage of revenue								As a percentage of revenue
Research and development(1)	Research and development(1)	5		%	4		%		Research and development(1)	5		%	5		%	5		%	5		%
Capitalized software development(2)	Capitalized software development(2)	9		%	7		%		Capitalized software development(2)	8		%	7		%	9		%	7		%
Research and development infrastructure investments(3)	Research and development infrastructure investments(3)	—		%	—		%		Research and development infrastructure investments(3)	—		%	—		%	—		%	—		%
Total investment in innovation	Total investment in innovation	14		%	11		%		Total investment in innovation	13		%	12		%	14		%	12		%

(1)Research and development primarily includes employee costs related to the development and enhancement of our service offerings.

(2)Capitalized software development includes capitalized costs incurred to develop and enhance functionality for our platform solutions.

(3)Research and development infrastructure investments include strategic capital expenditures related to hardware and software platforms under development or enhancement.

Mix of Subscription-Based Platform Offerings and Legacy Solutions. In 2018, we executed an intentional transition in our offering portfolio from legacy platform solutions to subscription-based cloud-based platform offerings with add-on advisory services. Subscription-based cloud-based platform offerings are generally defined as modular, cloud-based solutions that utilize dynamic, high-speed cloud-based compute and storage, offer enhanced data visualization capabilities, and are tied to

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subscription-based contract structures where revenue is predominantly based on factors such as the number of patients under contract or similar relevant metrics (e.g., the number of prescriptions issued), the size of the client, and/or a specific period of time. Additionally, we are continually expanding our offerings of cloud-based SaaS solutions enabled by the Inovalon ONE® Platform which utilize descriptive, predictive, and prescriptive analytics applying algorithmic, machine learning, and artificial intelligence methodologies combined with real-world data assets to empower our cloud-based solutions. Legacy platform solutions are continuing to decrease as a percentage of total revenue and are generally defined as solutions historically not cloud-based in nature and not tied to subscription-based contract structures. We believe subscription-based cloud-based platform offerings provide more advanced capabilities, higher value, and greater visibility to clients, as well as improved visibility, market differentiation, and financial performance for us. We expect that subscription-based cloud-based platform offerings will continue to represent an increasing share of our total revenue, contributing to an increasing base of recurring revenue.

Breadth of Healthcare Industry Connectivity. The healthcare industry is undergoing a significant transition as it becomes increasingly data-driven. As part of this transition, participants across the healthcare industry, including health plans, pharmaceutical companies, medical device manufacturers, and diagnostic companies, are increasingly interested in achieving timely and seamless access to relevant data and being able to drive impact directly with providers and their patients. Concurrently, providers are also increasingly interested in access to more advanced analytical tools to support and improve their clinical and financial performance. Enhancing and expanding our industry connectivity with payer administrative systems,

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provider facilities, diagnostic systems, pharmacy systems, healthcare industry systems (e.g., electronic healthcare record systems, health information exchange systems, claims processing systems, decision support systems, etc.), and other healthcare clinical and business systems, offers the potential for increased differentiation in the healthcare marketplace as well as improved efficiency of our operations.

Client and Analytical Process Count Growth. Our business is generally driven by the number of underlying patients for which our platform solutions are being utilized. As such, we track the number of analytical processes that we run on patients each month in fulfillment of our client contracts, as totaled for the trailing 12 months. We believe that PAM is indicative of our overall level of analytical activity, and we expect our period-to-period comparisons of our PAM to be indicative of underlying growth of our business, although changes in levels of analytical activity do not always directly translate to changes in financial performance of our business. Differences in fees charged for different analytical packages exist and differences in how analytics trigger the applicability of our data-driven intervention platforms may result in increases in analytical activity that do not result in proportional increases in revenue, or net income (and vice versa). Therefore, in situations in which a new engagement is initiated for analytical processes that have a higher than average fee rate, revenue could expand disproportionately faster than the increase in PAM. Likewise, if engagements for analytical processes that have a higher than average fee rate are concluded then such conclusions can negatively affect revenue disproportionately more than PAM.

Seasonality. The nature of our customers’ end-market results in partial seasonality reflected in both revenue and cost of revenue differences during the year. Regulatory impact of data submission deadlines in, for example, January, March, June, and September drive some degree of predictable timing of analytics and data processing activity variances from quarter to quarter. Further, regulatory clinical encounter deadlines of June 30th and December 31st drive predictable intervention concentrations variances from quarter to quarter. The timing of these factors results in analytical and intervention activity mix variances, which have limited predictable impact in the aggregate on our financial performance from quarter to quarter. However, quarter to quarter financial performance may increasingly vary from historical seasonal trends as we continue to expand into adjacent markets and increase the portion of our revenue generated from new offerings. Further, we also expect the impact of seasonality to decrease over time as we expand our mix of revenue generated from a subscription-based model. The timing of new contract signings and their respective implementations can also lead to variances in our seasonal revenue performance.

Regulatory, Economic and Industry Trends. Our clients are affected, sometimes directly and sometimes counter-intuitively, by macro-economic trends such as economic growth (or economic recession), inflation, and unemployment. These macro-economic trends may also be impacted by the COVID-19 pandemic and the recent U.S. presidential election. Further, industry trends in federal and state laws and regulations, as well as emerging trends in private sector payment models, affect our clients’ businesses and their need for technologies and services to support these challenges. These factors have various effects on our business, and on occasion have resulted in the slowing or cessation of the decision-making process by clients adopting our technologies and services. On the other hand, changes in macro-economic trends and the industry landscape have accelerated the need for our technologies and services from time-to-time, particularly as regulators introduce complex requirements with which our clients must comply.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our unaudited consolidated financial statements, which have been prepared in accordance with GAAP. In connection with the preparation of our unaudited consolidated financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities as of the date of the

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financial statements, and the reported amounts of revenues and expenses during the reporting periods. We base our assumptions, estimates, and judgments on historical experience, current trends, and other factors we believe to be relevant at the time we prepare our unaudited consolidated financial statements. The accounting estimates used in the preparation of our unaudited consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as our operating environment changes. On a regular basis, we review the accounting policies, assumptions, and evaluate and update our assumptions, estimates, and judgments to ensure that our unaudited consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Critical accounting policies are those policies that affect our more significant judgments and estimates used in the preparation of our unaudited consolidated financial statements. For a more detailed discussion of our critical accounting policies, please refer to our 2020 Form 10-K.

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Components of Results of Operations

Revenue

We earn revenue primarily through the sale or subscription licensing of our platform solutions, as well as revenue from related arrangements for advisory, implementation, and support services.

Platform solutions include arrangements for technology-based offerings representing subscription-based cloud-based platform offerings which utilize descriptive, predictive, and prescriptive analytics applying algorithmic, machine learning, and artificial intelligence methodologies combined with real-world data assets to empower our cloud-based solutions. These include solutions offered through the myABILITY® software platform, the real-time accessibility of patient-specific healthcare data and analytical insights through Inovalon DataStream™, and legacy platform solutions that are not cloud-based and not billed under a subscription-based contract structure. Our platform solutions revenue is driven primarily by cloud-based data connectivity, analytics, intervention, and visualization software that enables the identification and resolution of gaps in care, quality, utilization, compliance, and/or other gaps that may impact our clients’ achievement of greater healthcare quality and financial performance associated with value-based care. Revenue is predominantly based on the number of clients, the number of patients or similar relevant metrics (e.g., the number of prescriptions issued), the size of the client, the number of analytical services contracted for by a client and the contractually negotiated price of such services. Additionally, revenue is based on the number of identified and/or resolved gaps in care, quality, utilization, compliance, and/or other gaps resulting from our analytical services at a contractually negotiated transactional price for each identified and/or resolved gap.

The majority of our platform solutions contracts contain a series of separately identifiable and distinct services that represent performance obligations that are satisfied over time. Revenue is allocated to platform solutions by determining the standalone selling price of each performance obligation. Revenue is generally recognized on our platform offerings over the contract term. For certain contracts, we have determined that we will recognize revenue when we have the right to invoice.

As our platform solutions are increasingly integrated into our clients’ operations, the timing and delivery of implementations vary.

Service revenue represents revenue that is generated from strategic advisory, implementation and support services. Revenue from our services arrangements is generally provided under time and materials, fixed-price, or retainer-based contracts, based on agreed upon billing rates applied to direct labor hours expended plus the costs of other items used in the performance of the contract. We recognize revenue when we have the right to invoice the customer using the allowable practical expedient since the right to invoice the customer corresponds with the performance obligations completed. Revenues under fixed-price and retainer-based contracts are recognized ratably over the contract period or upon contract completion.

During 2020, certain services and legacy offerings experienced a degree of softness resulting from the COVID-19 pandemic, which we believe are temporary and that a significant portion of this softness represents demand delays (not demand loss). During 2021, we have continued to experience some impact from the COVID-19 pandemic in line with our expectations. Although we have experienced some recovery in our services offerings and we continue to expect some degree of additional “catch-up” in our legacy offerings following the COVID-19 pandemic impact period, we can provide no assurance that demand delays experienced will not result in permanent demand loss, or as to the timing of the peak of the pandemic and the ultimate impact of the pandemic on the U.S. and global economy and on our business.

Cost of Revenue

Cost of revenue consists primarily of expenses for employees who provide direct contractual services to our clients, including salaries, benefits, discretionary incentive compensation, employment taxes, severance, and equity compensation costs. Cost of revenue also includes expenses associated with the integration, and verification of data and other service costs incurred to fulfill our revenue contracts. Cost of revenue does not include allocated amounts for occupancy expense and

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depreciation and amortization. Many of the elements of our cost of revenue are relatively variable and semi-variable and can be reduced in the near-term to help offset any decline in our revenue.

Our business and operational models are designed to be highly scalable and leverage variable costs to support revenue generating activities. While we may grow our headcount over time to capitalize on our market opportunities, we believe our increased investment in automation, electronic health record integration capabilities, and economies of scale in our operating model, will position us to grow our platform solutions revenue at a greater rate than our cost of revenue.

Sales and Marketing

Sales and marketing expense consists primarily of employee-related expenses, including salaries, benefits, commissions, discretionary incentive compensation, employment taxes, severance, and equity compensation costs for our employees engaged in sales, sales support, business development, and marketing. Sales and marketing expense also includes operating expenses for marketing programs, research, trade shows and brand messages, and public relations costs. Our sales and marketing expense excludes any allocation of occupancy expense and depreciation and amortization.

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We expect our sales and marketing expenses to continue to increase in absolute dollar terms as we strategically invest to expand our business, although it may vary from period to period as a percentage of total revenues.

Research and Development

Research and development expense (one component of our investment in innovation) consists primarily of employee-related expenses, including salaries, benefits, discretionary incentive compensation, employment taxes, severance, and equity compensation costs for our software developers, engineers, analysts, project managers, and other employees engaged in the development and enhancement of our service offerings. Research and development expense also include certain third-party consulting fees. Our research and development expense excludes any allocation of occupancy expense and depreciation and amortization.

We expect to continue our focus on developing new product offerings and enhancing our existing product offerings. As a result, we expect our research and development expense to increase in absolute dollars, although it may vary from period to period as a percentage of revenue.

General and Administrative

Our general and administrative expense consists primarily of employee-related expenses including salaries, benefits, discretionary incentive compensation, employment taxes, severance, and equity compensation costs, for employees who are responsible for management information systems, administration, human resources, finance, legal, and executive management. General and administrative expense also includes occupancy expenses (including rent, utilities, and facilities maintenance), professional fees, consulting fees, insurance, travel, contingent consideration, transaction costs, integration costs, and other expenses. Our general and administrative expense excludes depreciation and amortization.

In the near term, we expect our general and administrative expense to continue to increase in absolute dollars to support business growth. Over the long term, we expect general and administrative expense to decrease as a percentage of revenue.

Depreciation and Amortization Expense

Our depreciation and amortization expense consists primarily of depreciation of fixed assets, amortization of capitalized software development costs, amortization of intangible assets, and amortization of finance leases.

We expect our depreciation and amortization expense to increase as we expand our business organically and through acquisitions.

Interest Income

Interest income represents interest earned net of amortization of premium for purchased interest from our available-for-sale short-term investments.

We expect our interest income to fluctuate in proportion to the amount of funds we invest, according to our corporate investment policy, in available-for-sale short-term investments and considering prevailing available interest rate yields on such investment grade debt securities.

Interest Expense

Interest expense represents interest incurred on our 2018 Credit Facilities (as defined in “Note 5—Debt” in the notes to our consolidated financial statements) and related interest rate swaps.

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We expect our interest expense to fluctuate in proportion to our outstanding principal balance under the 2018 Credit Facilities and the prevailing London Interbank Offer Rate (“LIBOR”) interest rate. Refer to “Note 5—Debt” in the notes to our consolidated financial statements.

Provision for (Benefit from) Income Taxes

Provision for income taxes consists of federal and state income taxes in the United States and foreign income taxes from the territory of Puerto Rico, including deferred income taxes reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and excess tax benefits or deficiencies derived from exercises of stock options and vesting of restricted stock.

Our effective tax rate may fluctuate in the future due to changes in pre-tax book income, the impact of future tax law changes, and recognition of excess tax benefits or deficiencies associated with stock-based compensation transactions.

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RESULTS OF OPERATIONS

The following table sets forth our consolidated statement of operations data for each of the periods presented (in thousands, except percentages):


		Three Months Ended March 31,				Change from 2020 to 2021				Three Months Ended June 30,		Change from 2020 to 2021				Six Months Ended June 30,				Change from 2020 to 2021
		2021		2020		$		%				2021		2020		$		%		2021		2020		$		%
Revenue	Revenue	$	177,176	$	154,187	$	22,989	15	%		Revenue	$	190,439	$	162,215	$	28,224	17	%	$	367,615	$	316,402	$	51,213	16	%
Expenses:	Expenses:										Expenses:
Cost of revenue(1)	Cost of revenue(1)	44,397		41,043		3,354		8	%		Cost of revenue(1)	51,665		36,761		14,904		41	%	96,062		77,804		18,258		23	%
Sales and marketing(1)	Sales and marketing(1)	19,474		15,159		4,315		28	%		Sales and marketing(1)	21,734		15,073		6,661		44	%	41,208		30,232		10,976		36	%
Research and development(1)	Research and development(1)	8,519		7,104		1,415		20	%		Research and development(1)	9,349		8,835		514		6	%	17,868		15,939		1,929		12	%
General and administrative(1)	General and administrative(1)	53,025		53,883		(858)		(2)	%		General and administrative(1)	53,543		55,229		(1,686)		(3)	%	106,568		109,112		(2,544)		(2)	%
Depreciation and amortization	Depreciation and amortization	28,431		27,934		497		2	%		Depreciation and amortization	29,910		30,632		(722)		(2)	%	58,341		58,566		(225)		—	%

Total operating expenses	Total operating expenses	153,846		145,123		8,723		6	%		Total operating expenses	166,201		146,530		19,671		13	%	320,047		291,653		28,394		10	%
Income from operations	Income from operations	23,330		9,064		14,266		157	%		Income from operations	24,238		15,685		8,553		55	%	47,568		24,749		22,819		92	%
Other income and (expenses):	Other income and (expenses):										Other income and (expenses):
Interest income	Interest income	46		290		(244)		(84)	%		Interest income	51		96		(45)		(47)	%	97		386		(289)		(75)	%
Interest expense	Interest expense	(13,128)		(14,560)		1,432		(10)	%		Interest expense	(12,864)		(14,260)		1,396		(10)	%	(25,992)		(28,820)		2,828		(10)	%
Other expense, net	Other expense, net	(2)		(22)		*		*%			Other expense, net	(38)		(148)		110		(74)	%	(40)		(170)		130		(76)	%
Income (Loss) before taxes	Income (Loss) before taxes	10,246		(5,228)		15,474		296	%		Income (Loss) before taxes	11,387		1,373		10,014		(729)	%	21,633		(3,855)		25,488		661	%
Provision for (Benefit from) income taxes	Provision for (Benefit from) income taxes	1,090		(3,545)		*		*%			Provision for (Benefit from) income taxes	1,807		(652)		*		*%		2,897		(4,197)		*		*%
Net income (loss)		$	9,156	$	(1,683)	$	10,839	644	%
Net income											Net income	$	9,580	$	2,025	$	7,555	(373)	%	$	18,736	$	342	$	18,394	*%

(1) Includes stock-based compensation expense as follows:
Cost of revenue $ 221 $ 165 $ 56 34 %
Sales and marketing 938 620 318 51 %
Research and development 320 453 (133) (29) %
General and administrative 4,184 6,018 (1,834) (30) %
Total stock-based compensation expense $ 5,663 $ 7,256 $ (1,593) (22) %


(1)	Includes stock-based compensation expense as follows:
	Cost of revenue	$	264	$	153	$	111	73	%	$	485	$	318	$	167	53	%
	Sales and marketing	1,136		752		384		51	%	2,074		1,372		702		51	%
	Research and development	363		269		94		35	%	683		722		(39)		(5)	%
	General and administrative	6,519		6,691		(172)		(3)	%	10,703		12,709		(2,006)		(16)	%
	Total stock-based compensation expense	$	8,282	$	7,865	$	417	5	%	$	13,945	$	15,121	$	(1,176)	(8)	%

* Asterisk denotes not meaningful.

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The following table sets forth our consolidated statement of operations data for each of the periods presented as a percentage of revenue:


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020				2021		2020		2021		2020
Revenue	Revenue	100	%	100	%		Revenue	100	%	100	%	100	%	100	%
Expenses:	Expenses:						Expenses:
Cost of revenue	Cost of revenue	25	%	27	%		Cost of revenue	27	%	23	%	26	%	25	%
Sales and marketing	Sales and marketing	11	%	10	%		Sales and marketing	11	%	9	%	11	%	10	%
Research and development	Research and development	5	%	5	%		Research and development	5	%	5	%	5	%	5	%
General and administrative	General and administrative	30	%	35	%		General and administrative	28	%	34	%	29	%	34	%
Depreciation and amortization	Depreciation and amortization	16	%	18	%		Depreciation and amortization	16	%	19	%	16	%	19	%

Total operating expenses	Total operating expenses	87	%	95	%		Total operating expenses	87	%	90	%	87	%	93	%
Income from operations	Income from operations	13	%	5	%		Income from operations	13	%	10	%	13	%	7	%
Other income and (expenses):	Other income and (expenses):						Other income and (expenses):
Interest income	Interest income	*%		*%			Interest income	*%		*%		*%		*%
Interest expense	Interest expense	(7)	%	(9)	%		Interest expense	(7)	%	(9)	%	(7)	%	(9)	%
Other expense, net	Other expense, net	*%		*%			Other expense, net	*%		*%		*%		*%
Income (Loss) before taxes	Income (Loss) before taxes	6	%	(4)	%		Income (Loss) before taxes	6	%	1	%	6	%	(1)	%
Provision for (Benefit from) income taxes	Provision for (Benefit from) income taxes	1	%	(2)	%		Provision for (Benefit from) income taxes	1	%	*%		1	%	(1)	%
Net income (loss)		5	%	(2)	%
Net income							Net income	5	%	1	%	5	%	*%

* Asterisk denotes not meaningful.

Comparison of the Three and Six Months Ended ~~March 31,~~June 30, 2021 and 2020

Revenue

Revenue for the three months ended ~~March 31,~~June 30, 2021 was ~~$177.2~~$190.4 million, an increase of ~~$23.0~~$28.2 million, or ~~15%~~17%, compared with revenue of ~~$154.2~~$162.2 million for the three months ended ~~March 31,~~June 30, 2020. This increase was primarily attributable to an increase of ~~$20.9~~$26.6 million, or ~~15%~~19%, in subscription-based platform revenue resulting from continued adoption of subscription-based platform offerings, and an increase of ~~$2.0~~$3.3 million, or ~~15%~~22%, in services revenue, which was partially offset by a decrease of $1.7 million, or 34%, in legacy revenue.

Revenue for the six months ended June 30, 2021 was $367.6 million, an increase of $51.2 million, or 16%, compared with revenue of $316.4 million for the six months ended June 30, 2020. This increase was primarily attributable to an increase of $47.5 million, or 17%, in subscription-based platform revenue resulting from continued adoption of subscription-based platform offerings, and an increase of ~~$0.1~~$5.3 million, or 2%19%, in services revenue, which was partially offset by a decrease of $1.6 million, or 19%, in legacy revenue.

Cost of Revenue

During the three months ended ~~March 31,~~June 30, 2021, cost of revenue increased by ~~$3.4~~$14.9 million, or 8%41%, compared with the three months ended ~~March 31,~~June 30, 2020. The increase in cost of revenue was primarily attributable to an increase in ~~professional third-party costs~~employee-related and contract labor expense of ~~$2.8~~$11.1 million and an increase in ~~employee-related expense~~professional third-party costs of ~~$0.3~~$3.6 million. Cost of revenue as a percentage of revenue was ~~25%~~27% and ~~27%~~23% for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

During the six months ended June 30, 2021, cost of revenue increased by $18.3 million, or 23%, compared with the six months ended June 30, 2020. The increase in cost of revenue was primarily attributable to an increase in employee-related and contract labor expense of $11.4 million and an increase in professional third-party costs of $6.4 million. Cost of revenue as a percentage of revenue was 26% and 25% for the six months ended June 30, 2021 and 2020, respectively.

Sales and Marketing

During the three months ended ~~March 31,~~June 30, 2021, sales and marketing expense increased by ~~$4.3~~$6.7 million, or ~~28%~~44%, compared with the three months ended ~~March 31,~~June 30, 2020. The increase was primarily attributable to an increase in employee-related expense of ~~$4.4~~$4.0 million, an increase in professional third-party costs of $1.9 million, and an increase in stock-based compensation of $0.4 million. Sales and marketing expense as a percentage of revenue was 11% and 9% for the three months ended June 30, 2021 and 2020, respectively.

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During the six months ended June 30, 2021, sales and marketing expense increased by $11.0 million, or 36%, compared with the six months ended June 30, 2020. The increase was primarily attributable to an increase in employee-related expense of $8.4 million and an increase in professional third-party costs of ~~$0.5 million, which was partially offset by a decrease in travel-related expenses of $0.8~~$2.4 million. Sales and marketing expense as a percentage of revenue was 11% and 10% for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

Research and Development

During the three months ended ~~March 31,~~June 30, 2021, research and development expense increased by ~~$1.4~~$0.5 million, or ~~20%~~6%, compared with the three months ended ~~March 31,~~June 30, 2020. The increase was primarily attributable to an increase in professional third-party costs of $1.4 million, which was partially offset by a decrease in employee-related expense of ~~$1.5~~$1.1 million.

During the six months ended June 30, 2021, research and development expense increased by $1.9 million, or 12%, compared with the six months ended June 30, 2020. The increase was primarily attributable to an increase in professional third-party costs of $1.8 million.

General and Administrative

During the three months ended ~~March 31,~~June 30, 2021, general and administrative expenses decreased by ~~$0.9~~$1.7 million, or 2%3%, compared with the three months ended ~~March 31,~~June 30, 2020. The decrease was primarily attributable to a decrease in employee-related expense of $2.5 million, which was partially offset by an increase in professional third-party costs of $0.8 million. General and administrative expense as a percentage of revenue was 28% and 34% for the three months ended June 30, 2021 and 2020, respectively.

During the six months ended June 30, 2021, general and administrative expenses decreased by $2.5 million, or 2%, compared with the six months ended June 30, 2020. The decrease was primarily attributable to a decrease in stock-based compensation of ~~$1.8 million, a decrease in travel-related expenses of $0.7 million, a decrease in professional third-party costs of $0.6~~$2.0 million and a decrease in rent and facilities-related expenses of ~~$0.4 million, which was partially offset by an increase~~

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~~in employee-related expense of $2.7~~$0.7 million. General and administrative expense as a percentage of revenue was ~~30%~~29% and ~~35%~~34% for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

Interest Expense

During the three months ended ~~March 31,~~June 30, 2021, interest expense decreased by $1.4 million, compared with the three months ended ~~March 31,~~June 30, 2020. During the six months ended June 30, 2021, interest expense decreased by $2.8 million, compared with the six months ended June 30, 2020. The decrease in interest expense was primarily attributable to a decrease to the applicable interest rate margin by 25 basis points to 2.75% upon meeting a certain leverage ratio target as defined in our 2018 Credit Agreement (as defined below, under the heading Liquidity and Capital Resources—Debt) and a decrease in principal debt balance resulting in lower interest.

Provision for (Benefit from) Income Taxes

During the three months ended ~~March 31,~~June 30, 2021, the provision for income taxes was ~~$1.1~~$1.8 million compared to the benefit from income taxes of ~~$3.5~~$0.7 million for the three months ended ~~March 31,~~June 30, 2020. During the six months ended June 30, 2021, the provision for income taxes was $2.9 million compared to the benefit from income taxes of $4.2 million for the six months ended June 30, 2020. Our effective tax rate for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was approximately ~~10.6%~~13.4%, compared with approximately ~~67.8%~~108.9% for the ~~three~~six months ended ~~March 31,~~June 30, 2020. The change in our effective tax rate is ~~primarily~~primarily due to the change in income before taxes compared to the prior year, the impact of excess tax benefits associated with stock-based compensation, and several provisions of the Coronavirus Aid, Relief and Economic Security Act, which was signed into law on March 27, 2020, and favorably impacted our effective tax rate in the first ~~quarter~~half of 2020.

Liquidity and Capital Resources

Sources of Liquidity

Our principal sources of liquidity have been cash generated by operating activities and proceeds from our 2018 Credit Facilities. Our cash generated from such means has been sufficient to fund our growth, including our capital expenditures. As of ~~March 31,~~June 30, 2021, our cash and cash equivalents totaled ~~$128.6~~$117.9 million, compared with $123.9 million of cash and cash equivalents as of December 31, 2020. We believe our current cash, cash equivalents, and expected cash generated by operating activities are sufficient to fund our operations, finance our strategic initiatives, and fund our investment in innovation and new service offerings, for the foreseeable future. There can be no assurance that we will continue to generate cash flows at or above current levels.

Debt

On April 2, 2018, we entered into a credit agreement (the “2018 Credit Agreement”) with a group of lenders and Morgan Stanley Senior Funding, Inc., as administrative agent, providing for (i) a term loan B facility with the Company as borrower in a total principal amount of $980.0 million (the “2018 Term Facility”); and (ii) a revolving credit facility with the Company as borrower in a total principal amount of up to $100.0 million (the “2018 Revolving Facility” and, together with the 2018 Term

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Facility, the “2018 Credit Facilities”). As of ~~March 31,~~June 30, 2021, we had $100.0 million available to us consisting of $99.0 million under the 2018 Revolving Facility and a letter of credit of $1.0 million.

As of ~~March 31,~~June 30, 2021, we had outstanding indebtedness under the 2018 Term Facility and finance lease liabilities of ~~$886.0~~$884.7 million and ~~$28.6~~$27.3 million, respectively. As of December 31, 2020, we had outstanding indebtedness under the 2018 Term Facility and finance lease liabilities of $887.4 million and $29.7 million, respectively. The 2018 Term Facility has a seven-year term and is an amortizing facility with quarterly principal payments and monthly interest payments. Scheduled principal payments totaling ~~$2.5~~$4.9 million and scheduled interest payments totaling ~~$10.4~~$22.3 million were paid during the ~~three~~six months ended ~~March 31,~~June 30, 2021. As of ~~March 31,~~June 30, 2021, we were in compliance with the covenants under the 2018 Credit Agreement.

See “Note 5—Debt” in the Notes to our unaudited consolidated financial statements included under Part I, Item 1 within this Quarterly Report on Form 10-Q for additional information.

Cash Flows

Operating Cash Flow Activities

Cash provided by operating activities consisted of net income adjusted for certain non-cash items, including depreciation and amortization, stock-based compensation, and deferred income taxes, as well as the effect of changes in working capital and other activities. Cash provided by operating activities during the ~~three~~six months ended ~~March 31,~~June 30, 2021 was ~~$32.4~~$57.5 million, representing ~~an increase~~a decrease of ~~$18.3~~$5.6 million compared with the ~~three~~six months ended ~~March 31,~~June 30, 2020. The ~~increase~~decrease in cash provided by operating activities was ~~primarily~~ driven by changes in working capital and non-cash expenses, which was partially offset by an increase in operating ~~income, improved collections, and a decrease of $2.7 million in cash paid for interest.~~

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income.

Investing Cash Flow Activities

We make investments in innovation, including research and development expense, capital software development costs, and research and development infrastructure investments, on a recurring basis.

Cash used in investing activities during the ~~three~~six months ended ~~March 31,~~June 30, 2021 was ~~$21.0~~$49.7 million compared with ~~$16.5~~$46.3 million during the ~~three~~six months ended ~~March 31,~~June 30, 2020. The change in cash used in investing activities was primarily driven by ~~purchases of intangible assets of $2.6 million and~~ a ~~net~~an increase in ~~capital expenditures~~capitalized software of ~~$2.0~~$9.5 million, including investments related to our cloud-based platform ~~offerings.~~offerings, which was partially offset by a decrease in purchases of property and equipment of $4.5 million and a decrease in purchases of intangible assets of $1.6 million.

Financing Cash Flow Activities

Cash used in financing activities during the ~~three~~six months ended ~~March 31,~~June 30, 2021 was ~~$6.7~~$13.7 million, compared with cash ~~provided~~used by financing activities of ~~$92.2~~$14.3 million during the ~~three~~six months ended ~~March 31,~~June 30, 2020. The change in cash from financing activities was ~~primarily due to proceeds from the drawdown on our 2018 Revolving Facility in the prior year and increased payments of $1.3 million related to the issuance of equity awards, which was partially offset~~driven by a decrease related to the payment of acquisition-related contingent consideration of $2.2 million, debt issuance costs of $1.0 million paid in the prior year, and an increase in proceeds from the exercise of stock options of $0.9 million, which was partially offset by increased payments of $2.4 million related to the issuance of equity awards and increased payments of finance lease liabilities of $1.1 million.

Contractual Obligations

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, there have been no material changes, outside of the ordinary course of business, in our contractual obligations previously disclosed under the caption “Contractual Obligations” in our 2020 Form 10-K.

Off-Balance Sheet Arrangements

As of ~~March 31,~~June 30, 2021, we did not have any off-balance sheet arrangements.

Recently Issued Accounting Standards

Recently issued accounting standards and their expected impact, if any, are discussed in “Note 1—Basis of Presentation”, in the notes to our unaudited consolidated financial statements, included under Item 1 within this Quarterly Report on Form 10-Q and in “Note 2—Summary of Significant Accounting Policies,” in the notes to our consolidated financial statements, included under Item 15 within our 2020 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to our market risk subsequent to the previous disclosure in Part II—Item 7A (“Quantitative and Qualitative Disclosures About Market Risk”) of our 2020 Form 10-K.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer (“CEO”) and chief financial officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that, as of ~~March 31,~~June 30, 2021, our disclosure controls and procedures were designed at a reasonable assurance level to ensure that material information relating to Inovalon Holdings, Inc., including its consolidated subsidiaries, is made known to our CEO and CFO by others within those entities, particularly during the period in which this report was being prepared and that our disclosure controls and procedures were effective in providing reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended ~~March 31,~~June 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. In response to the COVID-19 pandemic, management has promoted social distancing and implemented work-from-home policies while maintaining historical internal control policies and procedures. These changes have not materially affected the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

See “Note 7—Commitments and Contingencies” in the Notes to our unaudited consolidated financial statements included under Part I, Item 1 within this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

For a discussion of potential risks and uncertainties related to our Company see the information in Part I, Item 1A (“Risk Factors”) of our 2020 Form 10-K. There have been no material changes to the risk factors previously disclosed in our 2020 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Use of Proceeds from Registered Securities

None.

Purchases of Equity Securities by the Issuer or Affiliated Purchasers

~~The following table presents a summary of share repurchases made by the Company during the quarter ended March 31, 2021:~~

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs Maximum Number of Shares (or
approximate dollar value) that May
Yet be Purchased under the Plans or
Programs
January 1 – January 31 — $ — — $ —
February 1 – February 28 — — — —
March 1 – March 31(1)
41,790 25.97 41,790 —
Total 41,790 $ 25.97 41,790 $ —

~~(1)~~On March 1, 2021, we directed the administrator of the Company's Employee Stock Purchase Plan (“ESPP”) to purchase 41,790 shares of Class A common stock in the open market for a total of approximately $1.1 million, for issuance to the ESPP participants at a discounted price of $20.88 per share. The Company may, in its discretion, based on market conditions, relative transaction costs and the Company's need for additional capital, continue to instruct the plan administrator to make semi-annual open market purchases of Class A common stock for ESPP participants to coincide with the ESPP's designated semi-annual purchase dates. None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

EXHIBIT INDEX


Exhibit Number		Description of Document
31.1	*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	**	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	**	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	*	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH	*	Inline XBRL Taxonomy Extension Schema Document

101.CAL	*	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	*	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	*	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	*	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	*	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith.

** This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (Securities Act), or the Exchange Act.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date: ~~April~~July 28, 2021	INOVALON HOLDINGS, INC.
	By:	/s/ KEITH R. DUNLEAVY, M.D.
		Keith R. Dunleavy, M.D. Chief Executive Officer & Chairman (Principal Executive Officer)

	By:	/s/ JONATHAN R. BOLDT
		Jonathan R. Boldt Chief Financial Officer (Principal Financial Officer)

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Three Months Ended March 31, 2020	Gain (Loss) recognized in OCI		Statement of Operations Location	(Gain) Loss reclassified from OCI
Interest rate swap contract	$	(37,715)	Interest expense	$	2,127


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares (or approximate dollar value) that May Yet be Purchased under the Plans or Programs
January 1 – January 31	—	$	—	—	$	—
February 1 – February 28	—	—		—	—
March 1 – March 31(1)	41,790	25.97		41,790	—
Total	41,790	$	25.97	41,790	$	—