Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 07, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Evolent Health, Inc. | |
Entity Central Index Key | 1,628,908 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Class A | ||
Entity Common Stock, Shares Outstanding (in shares) | 77,065,740 | |
Class B | ||
Entity Common Stock, Shares Outstanding (in shares) | 880,646 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 200,316 | $ 238,433 |
Restricted cash and restricted investments | 33,364 | 62,398 |
Accounts receivable, net (amounts related to affiliates: 2018 - $7,267; 2017 - $3,358) | 66,138 | 48,947 |
Prepaid expenses and other current assets (amounts related to affiliates: 2018 - $12; 2017 - $25) | 17,369 | 8,404 |
Notes receivable | 16,000 | 20,000 |
Contract assets | 4,092 | 0 |
Total current assets | 337,279 | 378,182 |
Restricted cash and restricted investments | 3,393 | 3,287 |
Investments in and advances to affiliates | 5,521 | 1,531 |
Property and equipment, net | 60,430 | 50,922 |
Prepaid expenses and other non-current assets | 10,045 | 9,328 |
Contract assets | 1,551 | 0 |
Contract cost assets | 9,982 | 0 |
Intangible assets, net | 242,863 | 241,261 |
Goodwill | 635,246 | 628,186 |
Total assets | 1,306,310 | 1,312,697 |
Current liabilities: | ||
Accounts payable (amounts related to affiliates: 2018 - $3,491; 2017 - $10,284) | 22,445 | 42,930 |
Accrued liabilities (amounts related to affiliates: 2018 - $656; 2017 - $719) | 37,955 | 29,572 |
Accrued compensation and employee benefits | 16,508 | 35,390 |
Deferred revenue | 33,328 | 24,807 |
Claims reserves | 6,699 | 0 |
Total current liabilities | 116,935 | 132,699 |
Long-term debt, net of discount | 121,623 | 121,394 |
Other long-term liabilities | 11,368 | 9,861 |
Deferred tax liabilities, net | 1,470 | 2,437 |
Total liabilities | 251,396 | 266,391 |
Commitments and Contingencies (See Note 9) | ||
Shareholders' Equity (Deficit) | ||
Additional paid-in-capital | 953,322 | 924,153 |
Accumulated other comprehensive income (loss) | 0 | 0 |
Retained earnings (accumulated deficit) | 89,041 | 85,952 |
Total shareholders' equity (deficit) attributable to Evolent Health, Inc. | 1,043,142 | 1,010,879 |
Non-controlling interests | 11,772 | 35,427 |
Total shareholders' equity (deficit) | 1,054,914 | 1,046,306 |
Total liabilities and shareholders' equity (deficit) | 1,306,310 | 1,312,697 |
Class A | ||
Shareholders' Equity (Deficit) | ||
Common stock | 770 | 747 |
Class B | ||
Shareholders' Equity (Deficit) | ||
Common stock | $ 9 | $ 27 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accounts receivable, related parties | $ 7,267 | $ 3,358 |
Prepaid expenses and other current assets, related parties | 12 | 25 |
Accounts payable, related parties | 3,491 | 10,284 |
Accrued liabilities, related parties | $ 656 | $ 719 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, issued (in shares) | 76,979,298 | 74,723,597 |
Common stock, outstanding (in shares) | 76,979,298 | 74,723,597 |
Class B | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued (in shares) | 880,646 | 2,653,544 |
Common stock, outstanding (in shares) | 880,646 | 2,653,544 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Revenue | |||
Transformation services | [1] | $ 6,505 | $ 10,235 |
Platform and operations services | [1] | 109,818 | 96,003 |
Premiums | 23,391 | 0 | |
Total revenue | 139,714 | 106,238 | |
Expenses | |||
Cost of revenue (exclusive of depreciation and amortization expenses) | [1] | 71,975 | 67,528 |
Claims expenses | 16,749 | 0 | |
Selling, general and administrative expenses | [1] | 55,526 | 53,550 |
Depreciation and amortization expenses | 9,496 | 6,615 | |
Loss on change in fair value of contingent consideration | 100 | 0 | |
Total operating expenses | 153,846 | 127,693 | |
Operating income (loss) | (14,132) | (21,455) | |
Interest income | 1,072 | 185 | |
Interest expense | (853) | (954) | |
Income (loss) from affiliates | (131) | (522) | |
Other income (expense), net | (18) | 2 | |
Income (loss) before income taxes and non-controlling interests | (14,062) | (22,744) | |
Provision (benefit) for income taxes | 3 | 405 | |
Net income (loss) | (14,065) | (23,149) | |
Net income (loss) attributable to non-controlling interests | (439) | (5,137) | |
Net income (loss) attributable to Evolent Health, Inc. | (13,626) | (18,012) | |
Earnings (Loss) Available for Common Shareholders | |||
Basic | (13,626) | (18,012) | |
Diluted | $ (13,626) | $ (18,012) | |
Earnings (Loss) per Common Share | |||
Basic (in dollars per share) | $ (0.18) | $ (0.34) | |
Diluted (in dollars per share) | $ (0.18) | $ (0.34) | |
Weighted-Average Common Shares Outstanding | |||
Basic (in shares) | 75,375 | 52,599 | |
Diluted (in shares) | 75,375 | 52,599 | |
Comprehensive income (loss) | |||
Net income (loss) | $ (14,065) | $ (23,149) | |
Other comprehensive income (loss), net of taxes, related to: | |||
Foreign currency translation adjustment | 0 | 0 | |
Total comprehensive income (loss) | (14,065) | (23,149) | |
Total comprehensive income (loss) attributable to non-controlling interests | (439) | (5,137) | |
Total comprehensive income (loss) attributable to Evolent Health, Inc. | (13,626) | (18,012) | |
Affiliates | |||
Revenue | |||
Transformation services | 32 | 198 | |
Platform and operations services | 7,291 | 6,778 | |
Expenses | |||
Cost of revenue (exclusive of depreciation and amortization expenses) | 3,190 | 6,344 | |
Selling, general and administrative expenses | $ 99 | $ 405 | |
[1] | See Note 16 for amounts related to affiliates included in these line items. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (14,065) | $ (23,149) |
Adjustments to reconcile net income (loss) to net cash and restricted cash provided by (used in) operating activities: | ||
Loss from affiliates | 131 | 522 |
Change in fair value of contingent consideration | 100 | 0 |
Depreciation and amortization expenses | 9,496 | 6,615 |
Amortization of deferred financing costs | 229 | 229 |
Stock-based compensation expense | 3,795 | 5,104 |
Deferred tax provision (benefit) | (42) | 405 |
Contract cost amortization | 570 | 0 |
Accretion of bond premium/discounts | 0 | 57 |
Other | (206) | 159 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivables, net | (16,937) | (4,003) |
Prepaid expenses and other current and noncurrent assets | (12,610) | (629) |
Contract cost assets | (198) | 0 |
Contract cost assets | (355) | 0 |
Accounts payable | 2,334 | 4,222 |
Accrued liabilities | 5,209 | (6,727) |
Accrued compensation and employee benefits | (19,570) | (21,424) |
Deferred revenue | 10,869 | 4,581 |
Claims reserves | 6,699 | 0 |
Other long-term liabilities | (154) | (727) |
Net cash and restricted cash provided by (used in) operating activities | (24,705) | (34,765) |
Cash Flows from Investing Activities | ||
Cash paid for asset acquisitions or business combinations | (11,676) | 0 |
Principal repayment for implementation funding loan | 4,000 | 0 |
Amount received from Vestica Healthcare LLC escrow | 500 | 0 |
Maturities and sales of investments | 0 | 10,600 |
Investments in and advances to affiliates | (4,000) | 0 |
Purchases of property and equipment | (9,553) | (5,978) |
Maturities of restricted investments | 8,044 | 0 |
Net cash and restricted cash provided by (used in) investing activities | (12,685) | 4,622 |
Cash Flows from Financing Activities | ||
Change in restricted cash held on behalf of partners for claims processing | (22,268) | (8,501) |
Proceeds from stock option exercises | 1,461 | 542 |
Taxes withheld and paid for vesting of restricted stock units | (800) | (667) |
Net cash and restricted cash provided by (used in) financing activities | (21,607) | (8,626) |
Effect of exchange rate on cash and cash equivalents and restricted cash | (4) | 0 |
Net increase (decrease) in cash and cash equivalents and restricted cash | (59,001) | (38,769) |
Cash and cash equivalents and restricted cash as of beginning-of-period | 295,363 | 170,029 |
Cash and cash equivalents and restricted cash as of end-of-period | $ 236,362 | $ 131,260 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Class A | Common StockClass A | Common StockClass B | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Non-controlling Interests |
Beginning balance (in shares) at Dec. 31, 2016 | 52,587 | 15,347 | |||||
Beginning balance, amount at Dec. 31, 2016 | $ 912,114 | $ 506 | $ 153 | $ 555,250 | $ 146,617 | $ 209,588 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation expense | 20,437 | 20,437 | |||||
Exercise of stock options (in shares) | 788 | ||||||
Exercise of stock options | 4,082 | $ 28 | 4,054 | ||||
Restricted stock units vested, net of shares withheld for taxes (in shares) | 149 | ||||||
Restricted stock units vested, net of shares withheld for taxes | (1,272) | $ 2 | (1,274) | ||||
Shares released from Valence Health escrow (in shares) | (310) | ||||||
Shares released from Valence Health escrow | 908 | $ (3) | 911 | ||||
Exchange of Class B common stock (in shares) | 12,693 | (12,693) | |||||
Exchange of Class B common stock | 0 | $ 126 | $ (126) | 168,883 | (168,883) | ||
Tax impact of share issuances | 12,857 | 12,857 | |||||
Issuance of Class A common stock during August 2017 Primary (in shares) | 20,100 | 8,816 | |||||
Issuance of Class A common stock during August 2017 Primary | 166,947 | $ 88 | 166,859 | ||||
Reclassification of non-controlling interests | 0 | (3,824) | 3,824 | ||||
Net income (loss) | (69,767) | (60,665) | (9,102) | ||||
Ending balance (in shares) at Dec. 31, 2017 | 74,723 | 2,654 | |||||
Ending balance, amount at Dec. 31, 2017 | 1,046,306 | $ 747 | $ 27 | 924,153 | 85,952 | 35,427 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative-effect adjustment from adoption of ASC 606 | 17,309 | 16,715 | 594 | ||||
Stock-based compensation expense | 3,795 | 3,795 | |||||
Exercise of stock options (in shares) | 354 | ||||||
Exercise of stock options | 1,461 | $ 4 | 1,457 | ||||
Restricted stock units vested, net of shares withheld for taxes (in shares) | 129 | ||||||
Restricted stock units vested, net of shares withheld for taxes | (800) | $ 1 | (801) | ||||
Exchange of Class B common stock (in shares) | 1,773 | (1,773) | |||||
Exchange of Class B common stock | 0 | $ 18 | $ (18) | 23,805 | (23,805) | ||
Tax impact of share issuances | 908 | 908 | |||||
Reclassification of non-controlling interests | (5) | ||||||
Reclassification of non-controlling interests | 0 | 5 | (5) | ||||
Net income (loss) | (14,065) | (13,626) | (439) | ||||
Ending balance (in shares) at Mar. 31, 2018 | 76,979 | 881 | |||||
Ending balance, amount at Mar. 31, 2018 | $ 1,054,914 | $ 770 | $ 9 | $ 953,322 | $ 89,041 | $ 11,772 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Evolent Health, Inc. was incorporated in December 2014 in the state of Delaware, and is a managed services firm that supports leading health systems and physician organizations in their migration toward value-based care and population health management. The Company operates through two segments. The Company’s services segment (“Services”) provides our customers, who we refer to as partners, with a population management platform, integrated data and analytics capabilities, pharmacy benefit management (“PBM”) services and comprehensive health plan administration services. Together these services enable health systems to manage patient health in a more cost-effective manner. The Company’s contracts are structured as a combination of advisory fees, monthly member service fees, percentage of plan premiums and shared medical savings arrangements. The Company’s wholly-owned subsidiary, True Health New Mexico, Inc. (“True Health”) operates as a separate segment and is a commercial health plan we operate in New Mexico that focuses on small and large businesses. The Company’s headquarters is located in Arlington, Virginia. Our predecessor, Evolent Health Holdings, Inc. (“Evolent Health Holdings”), merged with and into Evolent Health, Inc. in connection with the offering reorganization which occurred on June 4, 2015 (the “Offering Reorganization”), as discussed in our 2017 Form 10-K. Prior to our initial public offering (“IPO”) in June 2015 and the offering reorganization we undertook in connection therewith, Evolent Health Holdings did not control Evolent Health LLC, our operating subsidiary company due to certain participating rights granted to our investor, TPG Global, LLC and certain of its affiliates (“TPG”). However, Evolent Health Holdings was able to exert significant influence on Evolent Health LLC and, accordingly, accounted for its investment in Evolent Health LLC using the equity method of accounting through June 3, 2015. Subsequent to the Offering Reorganization, the financial results of Evolent Health LLC have been consolidated in the financial statements of Evolent Health, Inc. Following the Offering Reorganization, the IPO, various securities offerings and sales (as described in Note 4 ) and acquisitions (as described in Note 4 ), as of March 31, 2018 , Evolent Health, Inc. owned 98.9% of Evolent Health LLC, holds 100% of the voting rights, is the sole managing member and, therefore, controls its operations. Since its inception, the Company has incurred losses from operations. As of March 31, 2018 , the Company had cash and cash equivalents of $200.3 million . The Company believes it has sufficient liquidity for the next 12 months as of the date the financial statements were available to be issued. |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principle | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principle | Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principle Basis of Presentation In our opinion, the accompanying unaudited interim consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to fairly state our financial position, results of operations, and cash flows. The Consolidated Balance Sheet at December 31, 2017 , has been derived from audited financial statements as of that date. The interim consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain footnote disclosures normally included in financial statements prepared in accordance with United States of America generally accepted accounting principles (“GAAP”) have been omitted pursuant to instructions, rules, and regulations prescribed by the United States Securities and Exchange Commission (“SEC”). The disclosures provided herein should be read in conjunction with the audited financial statements and notes thereto included in our 2017 Form 10-K. Summary of Significant Accounting Policies Certain GAAP policies that significantly affect the determination of our financial position, results of operations and cash flows, are summarized below. See “Part II - Item 8. Financial Statements and Supplementary Data - Note 2” in our 2017 Form 10-K for a complete summary of our significant accounting policies. Accounting Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses for the reporting period. Those estimates are inherently subject to change and actual results could differ from those estimates. In the accompanying consolidated financial statements, estimates are used for, but not limited to, the valuation of assets, liabilities, consideration related to business combinations and asset acquisitions, revenue recognition including discounts and credits, estimated selling prices for performance obligations in contracts with multiple performance obligations, claims reserves, contingent payments, allowance for doubtful accounts, depreciable lives of assets, impairment of long lived assets (including equity method investments), stock-based compensation, deferred income taxes and valuation allowance, contingent liabilities, valuation of intangible assets (including goodwill), purchase price allocation in taxable stock transactions and the useful lives of intangible assets. Principles of Consolidation The consolidated financial statements include the accounts of Evolent Health, Inc. and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. Operating Segments Operating segments are defined as components of a business that earn revenue and incur expenses for which discrete financial information is available that is evaluated, on a regular basis, by the chief operating decision maker (“CODM”) to decide how to allocate resources and assess performance. The Company operates through two segments: (1) Services, and (2) True Health. Our Services segment consists of our technology-enabled services platform that supports our various value-based operations, such as delivery network alignment, population health performance, integrated cost and revenue management solutions and financial and administrative management services. Our True Health segment consists of a commercial health plan we operate in New Mexico that focuses on small and large businesses. See Note 17 for a discussion of our operating results by segment. Revenue Recognition Our Services segment derives revenue from two sources: (1) transformation services and (2) platform and operations services. See Change in Accounting Principle below for our updated revenue recognition policy as a result of our adoption of Accounting Standards Update (“ASU”) 2017-04, Revenue from Contracts with Customers. Our True Health segment derives revenue from premiums that are earned over the terms of the related insurance policies. The portion of premiums that will be earned in the future or are received prior to the effectiveness of the policy are deferred and reported as premiums received in advance. These amounts are generally classified as short-term deferred revenue on our Consolidated Balance Sheets. Restricted Cash and Restricted Investments Restricted cash and restricted investments include cash and investments used to collateralize various contractual obligations (in thousands) as follows: As of As of March 31, December 31, 2018 2017 Collateral for letters of credit for facility leases (1) $ 3,812 $ 3,812 Collateral with financial institutions (2) 18,030 24,725 Pharmacy benefit management and claims processing services (3) 4,018 26,286 Collateral for reinsurance agreement (4) 10,000 10,000 Other 897 862 Total restricted cash and restricted investments 36,757 65,685 Current restricted investments — 8,150 Current restricted cash 33,364 54,248 Total current restricted cash and restricted investments 33,364 62,398 Non-current restricted investments 711 605 Non-current restricted cash 2,682 2,682 Total non-current restricted cash and restricted investments $ 3,393 $ 3,287 (1) Represents restricted cash related to collateral for letters of credit required in conjunction with lease agreements. See Note 9 for further discussion of our lease commitments. (2) Represents collateral held with financial institutions for risk-sharing arrangements. As of March 31, 2018 , and December 31, 2017 , approximately $18.0 million and $16.6 million of the collateral amount was in a trust account and invested in a money market fund. The amounts invested in money market funds are considered restricted cash and are carried at fair value, which approximates cost. See Note 15 for further discussion of our fair value measurement. As of December 31, 2017 , approximately $8.2 million of the collateral amount was invested in restricted certificates of deposit with remaining maturities of less than 12 months. The restricted investments are classified as held-to-maturity and stated at amortized cost. Fair value of the certificates of deposit is determined using Level 2 inputs and approximates amortized cost as of December 31, 2017 . See Note 9 for further discussion of our risk-sharing arrangements. (3) Represents cash held by Evolent on behalf of partners to process PBM and other claims. These are pass-through amounts and can fluctuate materially from period to period depending on the timing of when the claims are processed. (4) Represents restricted cash required as part of our capital only reinsurance agreement to provide balance sheet support to NMHC. There is no transfer of underwriting risk to Evolent and we are not at risk for any cash payments on behalf of NMHC as part of the agreement. The reinsurance agreement is further discussed in Note 9 . The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statements of cash flows. As of March 31, 2018 2017 Cash and cash equivalents $ 200,316 $ 104,295 Restricted cash and restricted investments 36,757 31,915 Restricted investments included in restricted cash and restricted investments (711 ) (4,950 ) Total cash and cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 236,362 $ 131,260 Notes Receivable Notes receivable are carried at the face amount of each note plus respective accrued interest receivable, less received payments. The Company does not typically carry notes receivable in the course of its regular business, but contributed $20.0 million in the form of an implementation funding loan (the “Implementation Loan”) under an agreement with a current customer entered during the year ended December 31, 2017 . The Implementation Loan is expected to support implementation services to assist the customer in expanding its Medicaid membership. The Implementation Loan carries a fixed interest rate of 2.5% per annum and the terms of the agreement governing the Implementation Loan require it to be repaid in ten equal monthly installments of $2.0 million , plus accrued interest, during 2018. As of March 31, 2018 , the outstanding principal balance of the Implementation Loan was $16.0 million , excluding approximately $0.1 million of accrued interest. As of December 31, 2017 , the outstanding principal balance of the Implementation Loan was $20.0 million , excluding approximately $0.1 million of accrued interest. Intangible Assets, Net Identified intangible assets are recorded at their estimated fair values at the date of acquisition and are amortized over their respective estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are used. The Company acquired additional intangible assets in conjunction with a strategic acquisition made during 2018. Information regarding the determination and allocation of the fair value of the acquired assets and liabilities is further described within Note 4 . The following summarizes the estimated useful lives by asset classification: Corporate trade name 20 years Customer relationships 15-25 years Technology 5 years Provider network contracts 5 years Intangible assets are reviewed for impairment if circumstances indicate the Company may not be able to recover the asset’s carrying value. The Company evaluates recoverability by determining whether the undiscounted cash flows expected to result from the use and eventual disposition of that asset or group exceed the carrying value at the evaluation date. If the undiscounted cash flows are not sufficient to cover the carrying value, the Company measures an impairment loss as the excess of the carrying amount of the long-lived asset or group over its fair value. See Note 7 for additional discussion regarding our intangible assets. Goodwill We recognize the excess of the purchase price, plus the fair value of any non-controlling interests in the acquiree, over the fair value of identifiable net assets acquired as goodwill. Goodwill is not amortized, but is reviewed at least annually for indications of impairment, with consideration given to financial performance and other relevant factors. We perform impairment tests of goodwill at a reporting unit level, which is consistent with the way management evaluates our business. Goodwill is assigned to the reporting unit that benefits from the synergies arising from each business combination. Foreign Currency The Company established an international subsidiary during the first quarter of 2018. The functional currency of our international subsidiary is the Indian Rupee. We translate the financial statements of this subsidiary to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of shareholders' equity. We recorded an immaterial “Foreign currency translation adjustment” on our Consolidated Statement of Operations for the three months ended March 31, 2018 , which resulted in an immaterial “Accumulated other comprehensive income (loss)” balance on our Consolidated Balance Sheet as of March 31, 2018 . Change in Accounting Principle As discussed in Note 3 , the Company adopted ASU 2014-09, Revenue from Contracts with Customers, effective January 1, 2018. The following is our updated accounting policy with respect to revenue recognition for our Services segment. Our Services segment derives revenue from two sources: (1) transformation services and (2) platform and operations services. Revenue is recognized when control of the services is transferred to our customers. We use the following 5-Step model, outlined in ASC 606, to determine revenue recognition on our contracts with customers: • Identify the contract(s) with a customer • Identify of performance obligations in the contract • Determine the transaction price • Allocate the transaction price to performance obligations • Recognize revenue when (or as) the entity satisfies a performance obligation Transformation Services Revenue Transformation services consist of strategic assessments, or Blueprint contracts, and implementation services whereby we assist the customer in launching its population health or health plan strategy. The transformation services are usually completed within 12 months. We generally receive a fixed fee for transformation services and recognize revenue over time using an input method based on hours incurred compared to the total estimated hours required to satisfy our performance obligation. Platform and Operations Services Revenue Platform and operations services generally include multi-year arrangements with customers to provide various population health, health plan operations and PBM services on an ongoing basis. Our performance obligation in these arrangements is to provide an integrated suite of services, including access to our platform that is customized to meet the specialized needs of our customers. Generally we will apply the series guidance to the performance obligation as we have determined that each time increment is distinct. We primarily utilize a variable fee structure for these services that typically include a monthly payment that is calculated based on a specified per member per month rate, multiplied by the number of members that our partners are managing under a value-based care arrangement or a percentage of plan premiums. Our arrangements may also include other variable fees related to service level agreements, shared medical savings arrangements and other performance measures. Variable consideration is estimated using the most likely amount based on our historical experience and best judgment at the time. Due to the nature of our arrangements certain estimates may be constrained if it is probable that a significant reversal of revenue will occur when the uncertainty is resolved. We recognize revenue for platform and operations services over time using the time elapsed output method. Fixed consideration is recognized ratably over the contract term. In accordance with the series guidance, we allocate variable consideration to the period to which the fees relate. Contracts with Multiple Performance Obligations Our contracts with customers may contain multiple performance obligations, primarily when the customer has requested both transformation services and platform and operations services as these services are distinct from one another. When a contract has multiple performance obligations, we allocate the transaction price to each performance obligation based on the relative standalone selling price using the expected cost margin approach. This approach requires estimates regarding both the level of effort it will take to satisfy the performance obligation as well as fees that will be received under the variable pricing model. We also take into consideration customer demographics, current market conditions, the scope of services and our overall pricing strategy and objectives when determining the standalone selling price. Principal vs Agent We occasionally use third parties to assist in satisfying our performance obligations. In order to determine whether we are the principal or agent in the arrangement, we will review each third party relationship on a contract by contract basis. We are an agent when our role is to arrange for another entity to provide the services to the customer. In these instances, we do not control the service before it is provided and will recognize revenue on a net basis. We are the principal when we control the good or service prior to transferring control to the customer. We recognize revenue on a gross basis when we are the principal in the arrangement. In accordance with the requirements under ASU 2014-09, the impact of adoption to our consolidated financial statements was as follows. See Note 5 for additional disclosures regarding Evolent's contracts with customers. Condensed Consolidated Statements of Operations (unaudited, in thousands) For the Three Months Ended March 31, 2018 Amounts without Impact of adoption of adoption As Reported ASC 606 Higher/(Lower) Revenue Transformation services $ 6,505 $ 5,787 $ 718 Platform and operations services 109,818 109,974 (156 ) Expenses Cost of revenue (exclusive of depreciation and amortization presented separately below) 71,975 72,281 (306 ) Selling, general and administrative expenses 55,526 55,516 10 Income (loss) before income taxes and non-controlling interests (14,062 ) (14,920 ) 858 Condensed Consolidated Balance Sheets (unaudited, in thousands) As of March 31, 2018 Balances without Impact of adoption of adoption As Reported ASC 606 Higher/(Lower) Assets Accounts receivable, net $ 66,138 $ 64,478 $ 1,660 Contract assets (current) 4,092 — 4,092 Contract assets (noncurrent) 1,551 — 1,551 Contract cost assets 9,982 — 9,982 Liabilities and Shareholders' Equity (Deficit) Liabilities Deferred revenue $ 33,328 $ 34,381 $ (1,053 ) Other long-term liabilities 11,368 11,196 172 Shareholders' Equity (Deficit) Retained earnings (accumulated deficit) 89,041 71,498 17,543 Non-controlling interests 11,772 11,149 623 The Company adopted ASU 2016-18, Statement of Cash Flows: Restricted Cash effective December 31, 2017, using the retroactive transition method, which resulted in the recast of our statement of cash flows for each period presented. See “Part II - Item 8. Financial Statements and Supplementary Data - Note 2” in our 2017 Form 10-K for further information about the adoption. The amendments in the ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. A significant portion of the Company’s restricted cash consists of cash held on behalf of partners to process PBM claims. These are pass-through amounts and can fluctuate materially from period to period depending on the timing of when the claims are processed. Under the previous standard, there was no net impact to the statement of cash flows related to these amounts as the change in accounts payable was offset by the change in restricted cash. Upon adoption of ASU 2016-18, the change in restricted cash held on behalf of PBM partners would no longer net to zero, thereby potentially having a significant impact on cash flows from operations period over period. Given the pass-through nature of these PBM claim payments, the change in restricted cash held on behalf of PBM partners will be presented within cash flows from financing activities on our statements of changes in cash flows under the updated requirements of ASU 2016-18. The following table summarizes the impact of the change in accounting principle to the Company’s Consolidated Statements of Cash Flows for the three months ended March 31, 2017 (in thousands): For the Three Months Ended March 31, 2017 As Originally Reported Adjustments As Adjusted Cash Flows from Financing Activities Change in restricted cash held on behalf of partners for claims processing $ — $ (8,501 ) $ (8,501 ) Net cash and restricted cash provided by (used in) financing activities (125 ) (8,501 ) (8,626 ) Net increase (decrease) in cash and cash equivalents and restricted cash (30,268 ) (8,501 ) (38,769 ) Cash and cash equivalents and restricted cash as of beginning-of-period 134,563 35,466 170,029 Cash and cash equivalents and restricted cash as of end-of-period 104,295 26,965 131,260 |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Adoption of New Accounting Standards In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, in order to clarify the principles of recognizing revenue. This standard establishes the core principle of recognizing revenue to depict the transfer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB defines a five-step process that systematically identifies the various components of the revenue recognition process, culminating with the recognition of revenue upon satisfaction of an entity’s performance obligations. By completing all five steps of the process, the core principles of revenue recognition will be achieved. The new revenue standard (including updates) is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016. The guidance permits two methods of adoption: i) the full retrospective method applying the standard to each prior reporting period presented, or ii) the modified retrospective method with a cumulative effect of initially applying the guidance recognized at the date of initial application. The standard also allows entities to apply certain practical expedients at their discretion. The Company adopted the standard effective January 1, 2018, using the modified retrospective method for only contracts that were not completed at the date of initial application. Results for reporting periods beginning after January 1, 2018 are presented under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC Topic 605, Revenue Recognition (“ASC 605”). The adoption of this standard resulted in changes related to revenue recognition for contracts that contain certain features, such as variable consideration. These changes generally accelerate revenue recognition. In addition, certain customer setup costs, which have historically been expensed as incurred, will now be capitalized. Evolent recognized the cumulative effect of applying the new revenue standard as a $17.3 million adjustment to the opening balance of retained earnings in the first quarter of 2018, primarily as a result of deferral of expenses related to contract acquisition and fulfillment costs and acceleration of revenue due to variable consideration estimation. See Note 5 for additional disclosures regarding Evolent's contracts with customers. See Note 2 for updated revenue recognition accounting policy and the impact of adopting the new revenue recognition standard on Evolent’s financial statements. Future Adoption of New Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments . With respect to assets measured at amortized cost, such as held-to-maturity assets, the update requires presentation of the amortized cost net of a credit loss allowance. The update eliminates the probable initial recognition threshold that was previously required prior to recognizing a credit loss on financial instruments. The credit loss estimate can now reflect an entity’s current estimate of all future expected credit losses as opposed to the previous standard, when an entity only considered past events and current conditions. With respect to available for sale debt securities, the update requires that credit losses be presented as an allowance rather than as a write-down. The update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We intend to adopt the requirements of this standard effective January 1, 2020, and are currently evaluating the impact of the adoption on our financial condition and results of operations. In February 2016, the FASB issued ASU 2016-02, Leases , in order to establish the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. This update introduces a new standard on accounting for leases, including a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in ASC 606, the FASB’s new revenue recognition standard (e.g., those related to evaluating when profit can be recognized). The standard also requires lessors to increase the transparency of their exposure to changes in value of their residual assets and how they manage that exposure. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. We intend to adopt the requirements of this standard effective January 1, 2019, and are currently evaluating the impact of the adoption on our financial condition and results of operations. We have evaluated all other issued and unadopted ASUs and believe the adoption of these standards will not have a material impact on our results of operations, financial position, or cash flows. |
Transactions
Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Organizational Transactions [Abstract] | |
Transactions | Transactions Business Combinations New Mexico Health Connections On January 2, 2018 , the Company, through its wholly-owned subsidiary, True Health, completed its previously announced acquisition of assets related to NMHC’s commercial, small and large group business. The assets include a health plan management services organization with a leadership team and employee base with experience working locally with providers to run NMHC’s suite of preventive, disease and care management programs. The consideration paid by the Company in connection with the acquisition consisted of $10.3 million in cash (subject to certain adjustments), of which $0.3 million was deposited in an escrow account. This acquisition is expected to allow the Company to leverage its platform to support a value-based, provider-centric model of care in New Mexico. The Company commenced operations of the commercial health plan and began reporting the results of True Health as a new reportable segment during the first quarter of 2018. See Note 17 for further information about the Company’s segment reporting. At the time of the acquisition, the Company also entered into a managed services agreement (“MSA”) with NMHC to support its ongoing business. During the fourth quarter of 2017, the Company also entered into a reinsurance arrangement with NMHC to provide balance sheet support. See Note 9 for further discussion of the reinsurance arrangement. The managed services agreement and reinsurance arrangement were considered separate transactions and accounted for outside of the business combination. Therefore, there is no allocation of purchase price to these arrangements. The Company incurred approximately $1.2 million in transaction costs related to the NHMC transaction, materially all of which were recorded within “Selling, general and administrative expenses” on our Consolidated Statements of Operations for the year ended December 31, 2017. The transaction will be accounted for as a business combination using purchase accounting. The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of January 2, 2018 , as follows (in thousands): Purchase consideration Cash paid to NMHC $ 10,000 Cash paid to escrow agent 252 Total consideration $ 10,252 Identifiable intangible assets acquired and liabilities assumed Customer relationships $ 2,700 Provider network contracts 2,300 Above market lease (100 ) Accrued compensation and employee benefits 474 Goodwill 5,826 Net assets acquired $ 10,252 Identifiable intangible assets associated with customer relationships and provider network contracts will be amortized on a straight-line basis over their estimated useful lives of 15 and 5 years, respectively. The customer relationships represent existing contracts in place to provide health plan services to a number of large and small group customers throughout the state of New Mexico. The provider network contracts represent a network of hospitals and physicians to service the health plan customers. The fair value of the customer relationship intangible asset was primarily determined using the income approach. The income approach estimates fair value for an asset based on the present value of cash flows projected to be generated by the asset. Projected cash flows are discounted at a required rate of return that reflects the relative risk of achieving the cash flows and the time value of money. The fair value of the provider network intangible asset was primarily determined using the cost approach. The cost approach estimates the fair value for an asset based on the amount it would cost to create or acquire a similar asset. Goodwill is calculated as the difference between the acquisition date fair value of the total consideration and the fair value of the net assets acquired, and represents the future economic benefits that we expect to achieve as a result of the acquisition. Goodwill associated with the acquisition of True Health is allocated entirely to the True Health segment, as all of the assets and liabilities of the acquired business are assigned to the True Health segment. The goodwill is attributable primarily to the acquired workforce and expected cost synergies, none of which qualify for recognition as a separate intangible asset. Goodwill is considered an indefinite lived asset. The transaction is an asset acquisition for tax purposes, and as such the tax-basis in the acquired assets is equal to the book-basis fair value calculated and is recorded at the True Health legal entity. Therefore, no opening balance sheet deferred tax liability was recorded. The amounts above reflect management’s preliminary estimate of the fair value of the tangible and intangible assets acquired and liabilities assumed based on a valuation performed using currently available information. Any remaining adjustments are expected to be finalized within one year of the acquisition date. True Health is a separate segment, and its results of operations are provided in Note 17 - Segment Reporting. Pro Forma Financial Information (Unaudited) The unaudited pro forma Consolidated Statements of Operations presented below gives effect to (1) the NMHC transaction as if it took place on January 1, 2017. The following pro forma information includes adjustments to: • record revenue and expenses related to the MSA beginning January 1, 2017; and • record amortization expenses related to intangible assets beginning January 1, 2017, for intangible assets acquired as part of the NMHC transaction. This pro forma data is presented for informational purposes only and does not purport to be indicative of the results of future operations or of the results that would have occurred had the transactions described above occurred in the specified prior periods. The pro forma adjustments are based on available information and assumptions that the Company believes are reasonable to reflect the impact of these transactions on the Company’s historical financial information on a pro forma basis (in thousands, except per share data). For the Three Months Ended March 31, 2018 2017 Revenue $ 139,714 $ 127,625 Net income (loss) (14,065 ) (26,852 ) Net income (loss) attributable to non-controlling interests (439 ) (6,065 ) Net income (loss) attributable to Evolent Health, Inc. (13,626 ) (20,787 ) Net income (loss) available to common shareholders Basic $ (0.18 ) $ (0.40 ) Diluted (0.18 ) (0.40 ) Securities Offerings and Sales Under an exchange agreement we entered into at the time of our IPO, we granted certain affiliates of TPG (“TPG”), The Advisory Board Company (“The Advisory Board”), UPMC and Ptolemy Capital, LLC (“Ptolemy Capital”) (together, the “Investor Stockholders”) an exchange right that allows receipt of newly-issued shares of the Company’s Class A common stock in exchange (a “Class B Exchange”) for an equal number of shares of the Company’s Class B common stock (which are subsequently canceled) and an equal number of Evolent Health LLC’s Class B common units (“Class B units”). Class B units received by the Company from relevant Investor Stockholders are simultaneously exchanged for an equivalent number of Class A units of Evolent Health LLC, and Evolent Health LLC cancels the Class B units it receives in the Class B Exchange. The cancellation of the Class B units results in an increase in the Company’s economic interest in Evolent Health LLC. March 2018 Private Sale In March 2018, The Advisory Board sold 3.0 million shares of the Company’s Class A common Stock in a private sale (the “March 2018 Private Sale”). The shares sold in the March 2018 Private Sale consisted of 1.2 million existing shares of the Company’s Class A common stock owned by The Advisory Board and 1.8 million newly-issued shares of the Company’s Class A common stock received by The Advisory Board pursuant to a Class B Exchange for all of its outstanding shares of the Company’s Class B common stock and Class B units. The Company did not receive any proceeds from the March 2018 Private Sale. As a result of this Class B Exchange and Evolent Health LLC’s cancellation of the Class B units during the March 2018 Private Sale, the Company’s economic interest in Evolent Health LLC increased from 96.6% to 98.9% immediately following the March 2018 Private Sale, and, accordingly, we reclassified a portion of our non-controlling interests into shareholders’ equity attributable to Evolent Health, Inc. August 2017 Primary Offering In August 2017, the Company completed a primary offering of 8.8 million shares of its Class A common stock at a price to the public of $19.85 per share and a corresponding price to the underwriters of $19.01 per share (the “August 2017 Primary”). This offering resulted in net cash proceeds to the Company of approximately $166.9 million (gross proceeds of $175 million , net of $8.1 million in underwriting discounts and stock issuance costs). For each share of Class A common stock issued by Evolent Health, Inc., the Company received a corresponding Class A common unit from Evolent Health LLC in exchange for contributing the issuance proceeds to Evolent Health LLC. As a result of the Class A common stock and Class A common units issued during the August 2017 Primary, the Company’s economic interest in Evolent Health LLC increased from 96.1% to 96.6% immediately following the August 2017 Primary, and, accordingly, we reclassified a portion of our non-controlling interests into shareholders’ equity attributable to Evolent Health, Inc. Secondary Offerings The Investor Stockholders initiated several Class B Exchanges as part of various secondary offerings during 2017, thus increasing the Company’s economic interest in Evolent Health LLC, as discussed below. The Company did not receive any proceeds from the secondary offerings described below. June 2017 Secondary Offering In June 2017, the Company completed a secondary offering of 4.5 million shares of its Class A common stock at a price to the underwriters of $25.87 per share (the “June 2017 Secondary”). The shares sold in the June 2017 Secondary consisted of 0.7 million existing shares of the Company’s Class A common stock owned and held by certain Investor Stockholders and 3.8 million newly-issued shares of the Company’s Class A common stock received by certain Investor Stockholders pursuant to Class B Exchanges. As a result of these Class B Exchanges and Evolent Health LLC’s cancellation of the Class B units during the June 2017 Secondary, the Company’s economic interest in Evolent Health LLC increased from 90.5% to 96.1% immediately following the June 2017 Secondary, and, accordingly, we reclassified a portion of our non-controlling interests into shareholders’ equity attributable to Evolent Health, Inc. May 2017 Secondary Offering In May 2017, the Company completed a secondary offering of 7.0 million shares of its Class A common stock at a price to the underwriters of $24.30 per share (the “May 2017 Secondary”). The shares were sold by the Investor Stockholders and certain management selling stockholders (together with the Investor Stockholders, the “Selling Stockholders”). The shares sold in the May 2017 Secondary consisted of 3.1 million existing shares of the Company’s Class A common stock owned and held by the Selling Stockholders, 3.8 million newly-issued shares of the Company’s Class A common stock received by certain Investor Stockholders pursuant to Class B Exchanges and 0.1 million shares issued upon the exercise of options by certain management selling stockholders. As a result of these Class B Exchanges and Evolent Health LLC’s cancellation of the Class B units during the May 2017 Secondary, the Company’s economic interest in Evolent Health LLC increased from 84.9% to 90.5% immediately following the May 2017 Secondary, and, accordingly, we reclassified a portion of our non-controlling interests into shareholders’ equity attributable to Evolent Health, Inc. March 2017 Secondary Offering In March 2017, the Company completed a secondary offering of 7.5 million shares of its Class A common stock at a price to the underwriters of $19.53 per share (the “March 2017 Secondary”). The shares sold in the March 2017 Secondary consisted of 3.1 million existing shares of the Company’s Class A common stock owned and held by the Investor Stockholders and 4.4 million newly-issued shares of the Company’s Class A common stock received by certain Investor Stockholders pursuant to Class B Exchanges. As a result of these Class B Exchanges and Evolent Health LLC’s cancellation of the Class B units during the March 2017 Secondary, the Company’s economic interest in Evolent Health LLC increased from 77.4% to 83.9% immediately following the March 2017 Secondary, and, accordingly, we reclassified a portion of our non-controlling interests into shareholders’ equity attributable to Evolent Health, Inc. In connection with the March 2017 Secondary, the underwriters exercised, in full, their option to purchase an additional 1.1 million shares of Class A common stock (the “March 2017 Option to Purchase Additional Shares”) from the Investor Stockholders at a price of $19.53 per share. The March 2017 Option to Purchase Additional Shares closed in May 2017. The shares sold in the March 2017 Option to Purchase Additional Shares consisted of 0.5 million existing shares of the Company’s Class A common stock owned and held by certain Investor Stockholders. It also included 0.6 million newly-issued shares of the Company’s Class A common stock received by certain Investor Stockholders pursuant to Class B Exchanges. As a result of the Class B Exchanges and Evolent Health LLC’s cancellation of the Class B units during the March 2017 Option to Purchase Additional Shares, the Company’s economic interest in Evolent Health LLC increased from 83.9% to 84.9% immediately following the March 2017 Option to Purchase Additional Shares, and, accordingly, we reclassified a portion of our non-controlling interests into shareholders’ equity attributable to Evolent Health, Inc. The June 2017 Secondary, May 2017 Secondary, March 2017 Secondary and March 2017 Option to Purchase Additional Shares are collectively referred to as the “2017 Secondary Offerings.” The Company’s economic interest in Evolent Health LLC will increase if further Class B Exchanges occur. Asset Acquisitions Accordion Health, Inc. On June 8, 2017 , the Company entered into an agreement to acquire Accordion Health, Inc. (“Accordion”) for $3.2 million (the “Accordion Purchase Agreement”). Accordion provides technology that the Company believes enhances its risk-adjustment factor (“RAF”) services to its partners. In addition to technology assets, the software development team from Accordion joined Evolent as full-time employees. Under the terms of the Accordion Purchase Agreement, members of the software development team will be eligible for an additional $0.8 million earn-out, contingent upon the completion of specified software development targets. We accounted for the transaction as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in a single identified asset, thus satisfying the requirements of the screen test introduced in ASU 2017-01. The assets acquired in the transaction were measured based on the amount of cash paid to Accordion, including transaction costs, as the fair value of the assets given was more readily determinable than the fair value of the assets received. We classified and designated the identifiable assets acquired as a $3.3 million technology intangible asset, inclusive of approximately $0.1 million of capitalized transaction costs. We also assessed and determined the useful life of the acquired intangible assets to be five years, subject to amortization. The Company will account for the contingent earn-out as a post-acquisition expense as the specified software development targets are achieved. The transaction was a taxable stock acquisition and the Company recognized deferred tax liability of $2.0 million related to the book-tax basis difference in the acquired asset, which resulted in a $2.0 million increase in the value of the intangible asset. The additional deferred tax liability represents a future source of taxable income that enables the Company to release some of its previously established valuation allowance, the reduction of which is accounted for outside of acquisition accounting, resulting in income tax benefit. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition As discussed in Note 3 , we adopted ASU 2014-09, effective January 1, 2018, which introduces ASC 606. See Note 2 for the updated revenue recognition policy and the impact of adopting the new revenue recognition standard on the Company’s financial statements. Following are other relevant disclosures as required by the adoption of ASU 2014-09. Provisions within ASC 606 are only applicable to revenues derived from our Services segment. Disaggregation of Revenue The following table represents Evolent’s Services segment revenue disaggregated by revenue type for the three months ended March 31, 2018 (in thousands), excluding revenues from our True Health segment and from our downside risk sharing arrangements through our insurance subsidiary, which are accounted for under ASC 944. For the Three Months Ended March 31, 2018 Services Revenue Transformation services $ 6,505 Platform and operations services 108,420 Transaction Price Allocated to the Remaining Performance Obligations For contracts with a term that is greater than one year, we have allocated approximately $132.7 million of transaction price to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2018. We do not include variable consideration that is allocated entirely to a wholly unsatisfied performance obligation accounted for under the series guidance in the calculation. As a result, the balance represents the value of the fixed consideration in our long-term contracts that will be recognized as revenue in a future period and excludes the majority of our platform and operations revenue, which is primarily derived based on variable consideration as discussed in Note 2 . We expect to recognize 31% of this amount in 2018, with the remaining balance to be recognized through 2022. However, because our existing contracts may be canceled or renegotiated including for reasons outside our control, the amount of this revenue that we actually receive may be less than this estimate. Contract Balances Contract balances consist of accounts receivable, contract assets and deferred revenue. Contract assets are recorded when the right to consideration for services is conditional on something other than the passage of time. Contract assets relating to unbilled receivables are transferred to accounts receivable when the right to consideration becomes unconditional. We classify contract assets as current or noncurrent based on the timing of our rights to the unconditional payments. Our contract assets are generally classified as current and recorded within “Contract assets” on our consolidated balance sheets. Deferred revenue includes advance customer payments and billings in excess of revenue recognized. We classify deferred revenue as current or noncurrent based on the timing of when we expect to recognize revenue. Our current deferred revenue is recorded within “Deferred revenue” on our consolidated balance sheets, and noncurrent deferred revenue is recorded within “Other long-term liabilities” on our consolidated balance sheets. The following table provides information about receivables, contract assets and deferred revenue from contracts with customers (in thousands): As of As of March 31, January 1, 2018 2018 Receivables (1) $ 63,972 $ 47,131 Short-term contract assets 4,092 3,710 Long-term contract assets 1,551 1,791 Short-term deferred revenue 33,328 26,147 Long-term deferred revenue 1,810 493 (1) Excludes pharmacy claims receivable and premiums receivable During the three months ended March 31, 2018 , the change in our contract asset balance was immaterial. During the three months ended March 31, 2018 , our deferred revenue increased by $8.5 million , primarily as a result of new contracts and increased pre-billing for services. The amount of revenue recognized during the three months ended March 31, 2018 , from amounts included in deferred revenue at the beginning of the period was $8.8 million . Contract Costs Certain bonuses and commissions earned by our sales team are considered incremental costs of obtaining a contract with a customer that we expect to be recoverable. The capitalized contract acquisition costs are classified as noncurrent assets and recorded within “Contract cost assets” on our consolidated balance sheets. Amortization expense is recorded within “Selling, general and administrative expenses” on the accompanying consolidated statements of operations. As of March 31, 2018 , the Company had $0.8 million of contract acquisition cost assets, net of accumulated amortization, and less than $0.1 million of amortiza tion expense for the three months ended March 31, 2018 . In our platforms and operations arrangements, we incur certain costs related to the implementation of our platform before we begin to satisfy our performance obligation to the customer. The costs, which we expect to recover, are considered costs to fulfill a contract. Our contract fulfillment costs primarily include our employee labor costs and third party vendor costs. The capitalized contract fulfillment costs are classified as noncurrent and recorded within “Contract cost assets” on our consolidated balance sheets. Amortization expense is recorded within “Cost of revenue” on the accompanying consolidated statements of operations. As of March 31, 2018 , the Company had $9.2 million of contract fulfillment cost assets, net of accumulated amortization, and amortization expense of $0.5 million for the three months ended March 31, 2018 . The majority of the contract cost balance was recorded as part of the transition adjustment that was recorded upon implementation of ASC 606. These costs are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be five years. The period of benefit was based on our technology, the nature of our customer arrangements and other factors. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net The following summarizes our property and equipment (in thousands): As of As of March 31, December 31, 2018 2017 Computer hardware $ 6,473 $ 5,667 Furniture and equipment 3,033 2,448 Internal-use software development costs 59,098 48,557 Leasehold improvements 9,849 8,708 Total property and equipment 78,453 65,380 Accumulated depreciation and amortization (18,023 ) (14,458 ) Total property and equipment, net $ 60,430 $ 50,922 The Company capitalized $10.5 million and $5.8 million of internal-use software development costs for the three months ended March 31, 2018 and 2017 , respectively. The net book value of capitalized internal-use software development costs was $50.1 million and $42.1 million as of March 31, 2018 , and December 31, 2017 , respectively. Depreciation expense related to property and equipment was $3.6 million for the three months ended March 31, 2018 , of which amortization expense related to capitalized internal-use software development costs was $2.5 million . Depreciation expense related to property and equipment was $1.8 million for the three months ended March 31, 2017 , of which amortization expense related to capitalized internal-use software development costs was $0.7 million . |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net Goodwill Goodwill has an estimated indefinite life and is not amortized; rather, it is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company has two reporting units: Services and True Health. Our annual goodwill impairment review occurs during the fourth quarter of each fiscal year. In interim periods between annual goodwill reviews, we also evaluate qualitative factors that could cause us to believe our estimated fair value of each of our reporting units may be lower than the carrying value and trigger a quantitative assessment, including, but not limited to (i) macroeconomic conditions, (ii) industry and market considerations, (iii) our overall financial performance, including an analysis of our current and projected cash flows, revenue and earnings, (iv) a sustained decrease in share price and (v) other relevant entity-specific events including changes in strategy, partners, or litigation. We did not identify any qualitative factors that would trigger a quantitative goodwill impairment test during the three months ended March 31, 2018 . We will perform our annual impairment test as of October 31, 2018 . The following tables summarize the changes in the carrying amount of goodwill, by reportable segment, for the periods presented (in thousands): For the Three Months Ended March 31, 2018 Total Services True Health Company Balance as of beginning-of-period (1) $ 628,186 $ — $ 628,186 Goodwill Acquired (2) 1,234 5,826 7,060 Balance as of end-of-period $ 629,420 $ 5,826 $ 635,246 (1) Net of cumulative inception to date impairment of $160.6 million . (2) Represents goodwill acquired as a result of transactions completed during the first quarter of 2018. For the Year Ended December 31, 2017 (1) Balance as of beginning-of-period (2) $ 626,569 Measurement period adjustments (3) 1,617 Balance as of end-of-period $ 628,186 (1) All of the goodwill was allocated to the Services segment as of December 31, 2017, as the True Health segment was not established until the first quarter of 2018. (2) Net of cumulative inception to date impairment of $160.6 million . (3) Represents measurement period adjustments related to Valence Health and Aldera. See “Part II - Item 8. Financial Statements and Supplementary Data - Note 4” in our 2017 Form 10-K for further information regarding the Valence Health and Aldera transactions. Intangible Assets, Net Details of our intangible assets (in thousands) are presented below: As of March 31, 2018 Weighted- Average Gross Net Remaining Carrying Accumulated Carrying Useful Life Amount Amortization Value Corporate trade name 17.2 $ 19,000 $ 2,691 $ 16,309 Customer relationships 20.2 208,719 20,677 188,042 Technology 2.9 55,933 20,955 34,978 Below market lease, net 4.7 4,097 2,748 1,349 Provider network contracts 4.8 2,300 115 2,185 Total $ 290,049 $ 47,186 $ 242,863 (1) The increase in the gross carrying amount of the customer relationships intangible is attributable to $2.7 million of acquired customer relationships from the NMHC transaction and $2.5 million related the Vestica Healthcare LLC (“Vestica”) transaction. The Company acquired certain assets from Vestica in March 2016. The transaction included additional consideration of up to $4.0 million , which was being held in escrow and was recorded within “Prepaid expenses and other non-current assets” on our Consolidated Balance Sheets. In February 2018, the Company and Vestica reached an agreement to settle $3.5 million of the $4.0 million in escrow. Based on the terms of the settlement agreement, the Company reclassified the unamortized portion of the additional consideration from “Prepaid expenses and other non-current assets” into “Customer relationships” as of the settlement date. See Note 4 for further information about the NMHC transaction and see “ Part II - Item 8. Financial Statements and Supplementary Data - Note 4 ” of our 2017 Form 10-K for further information about the Vestica transaction. As of December 31, 2017 Weighted- Average Gross Net Remaining Carrying Accumulated Carrying Useful Life Amount Amortization Value Corporate trade name 17.4 $ 19,000 $ 2,454 $ 16,546 Customer relationships 20.5 203,500 18,312 185,188 Technology 3.1 55,802 17,810 37,992 Below market lease, net 4.8 4,197 2,662 1,535 Total $ 282,499 $ 41,238 $ 241,261 Amortization expense related to intangible assets was $5.9 million and $4.8 million for the three months ended March 31, 2018 and 2017 , respectively. Intangible assets are reviewed for impairment if circumstances indicate the Company may not be able to recover the asset’s carrying value. We did not identify any circumstances during three months ended March 31, 2018 , that would require an impairment test for our intangible assets. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt In December 2016, the Company issued $125.0 million aggregate principal amount of its 2.00% Convertible Senior Notes due 2021 (the “2021 Notes”) in a private placement to qualified institutional buyers within the meaning of Rule 144A under the Securities Act of 1933, as amended. The 2021 Notes were issued at par for net proceeds of $120.4 million . We incurred $4.6 million of debt issuance costs in connection with the 2021 Notes, which we are amortizing to non-cash interest expense using the straight line method over the contractual term of the 2021 Notes, since this method was not materially different from the effective interest method. The closing of the private placement of the 2021 Notes occurred on December 5, 2016 . Holders of the 2021 Notes are entitled to cash interest payments, which are payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2017 , at a rate equal to 2.00% per annum. The 2021 Notes will mature on December 1, 2021 , unless earlier repurchased or converted in accordance with their terms prior to such date. In addition, holders of the 2021 Notes may require the Company to repurchase their 2021 Notes upon the occurrence of a fundamental change at a price equal to 100.00% of the principal amount of the 2021 Notes being repurchased, plus any accrued and unpaid interest. Upon maturity, and at the option of the holders of the 2021 Notes, the principal amount of the notes may be settled via shares of the Company’s Class A common stock. For the three months ended March 31, 2018 and 2017 , the Company recorded approximately $0.6 million and $0.6 million , respectively, in interest expense and $0.2 million and $0.2 million , respectively, in non-cash interest expense related to the amortization of deferred financing costs. The 2021 Notes are convertible into shares of the Company’s Class A common stock, based on an initial conversion rate of 41.6082 shares of Class A common stock per $1,000 principal amount of the 2021 Notes, which is equivalent to an initial conversion price of approximately $24.03 per share of the Company’s Class A common stock. In the aggregate, the 2021 Notes are initially convertible into 5.2 million shares of the Company’s Class A common stock (excluding any shares issuable by the Company upon a conversion in connection with a make-whole provision upon a fundamental change under the indenture between Evolent Health, Inc. and U.S. Bank National Association, as trustee, related to the 2.00% convertible senior notes due 2021, dated as of December 5, 2016). The 2021 Notes are convertible, in multiples of $1,000 principal amount, at the option of the holders at any time prior to the close of business on the business day immediately preceding the maturity date. Upon conversion, we will deliver for each $1,000 principal amount of notes converted a number of shares of our Class A common stock equal to the applicable conversion rate (together with a cash payment in lieu of delivering any fractional share) on the third business day following the relevant conversion date. Convertible Senior Notes Carrying Value While the 2021 Notes are recorded on our accompanying unaudited interim consolidated balance sheets at their net carrying value of $121.6 million as of March 31, 2018 , the 2021 Notes are privately traded by qualified institutional buyers (within the meaning of Rule 144A under the Securities Act of 1933, as amended) and their fair value was $124.4 million , based on a traded price on A pril 3, 2018, a Level 2 input. The fair value as of December 31, 2017 , was $120.4 million , based on a traded price on December 29, 2017, a Leve l 2 input. The 2021 Notes also have embedded conversion options and contingent interest provisions, which have not been recorded as separate financial instruments. The following table summarizes the carrying value of the long-term debt (in thousands): As of As of March 31, December 31, 2018 2017 Carrying value $ 121,623 $ 121,394 Unamortized discount 3,377 3,606 Principal amount $ 125,000 $ 125,000 Remaining amortization period (years) 3.7 3.9 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies UPMC Reseller Agreement The Company and UPMC are parties to a reseller, services and non-competition agreement, dated August 31, 2011, which was amended and restated by the parties on June 27, 2013 (as amended through the date hereof, the “UPMC Reseller Agreement”). Under the terms of the UPMC Reseller Agreement, UPMC has appointed the Company as a non-exclusive reseller of certain services, subject to certain conditions and limitations specified in the UPMC Reseller Agreement. In consideration for the Company’s obligations under the UPMC Reseller Agreement and subject to certain conditions described therein, UPMC has agreed not to sell certain products and services directly to a defined list of 20 of the Company’s customers. The Advisory Board Company Reseller Agreement The Company and The Advisory Board were parties to a services, reseller, and non-competition agreement, dated August 31, 2011, which was amended and restated by the parties on June 27, 2013, and May 1, 2015 (as so amended, “The Advisory Board Company Reseller Agreement”), which terminated on July 20, 2017. Under the terms of The Advisory Board Company Reseller Agreement, The Advisory Board provided certain services to the Company on an as-requested basis. In addition, The Advisory Board had a right of first offer to provide certain specified services during the term of the Agreement and had the right to collect certain fees for specified referrals. Pursuant to the Advisory Board Company Reseller Agreement, Evolent entered into a services agreement with The Advisory Board in October 2016 whereby The Advisory Board will provide certain services to the Company in conjunction with risk adjustment services provided to one of our customers. Contingencies Tax Receivables Agreement In connection with the Offering Reorganization, the Company entered into the TRA with certain of its investors, which provides for the payment by the Company to these investors of 85% of the amount of the tax benefits, if any, that the Company is deemed to realize as a result of increases in our tax basis related to exchanges of Class B common units as well as tax benefits attributable to the future utilization of pre-IPO NOLs. These payment obligations are obligations of the Company. For purposes of the TRA, the benefit deemed realized by the Company will be computed by comparing its actual income tax liability to the amount of such taxes that the Company would have been required to pay had there been no increase to the tax basis of the assets of the Company as a result of the exchanges or had the Company had no NOL carryforward balance. The actual amount and timing of any payments under the TRA will vary depending upon a number of factors, including: • the timing of the exchanges and the price of the Class A shares at the time of the transaction, triggering a tax basis increase in the Company’s asset and a corresponding benefit to be realized under the TRA; and • the amount and timing of our taxable income - the Company will be required to pay 85% of the tax savings as and when realized, if any. If the Company does not have taxable income, it will not be required to make payments under the TRA for that taxable year because no tax savings were actually realized. Due to the items noted above, and the fact that the Company is in a full valuation allowance position such that the deferred tax assets related to the Company’s historical pre-IPO losses and tax basis increase benefit from exchanges have not been realized, the Company has not recorded a liability pursuant to the TRA. Litigation Matters We are engaged from time to time in certain legal disputes arising in the ordinary course of business, including employment claims. When the likelihood of a loss contingency becomes probable and the amount of the loss can be reasonably estimated, we accrue a liability for the loss contingency. We continue to review accruals and adjust them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel, and other relevant information. To the extent new information is obtained, and our views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in our accrued liabilities would be recorded in the period in which such determination is made. The Company is not aware of any legal proceedings or claims as of March 31, 2018 , or December 31, 2017 , that the Company believes will have, individually or in the aggregate, a material adverse effect on the Company’s financial position or result of operations. Commitments Letter of Credit During the first quarter of 2017, the Company entered into an agreement to provide a letter of credit, for up to $5.0 million , to assist a customer in demonstrating adequate reserves to the customer’s state regulatory authorities. The letter of credit is effective from September 30, 2017 through June 30, 2019, and carries a quarterly facility rental fee of 0.8% per annum on the amount of the outstanding balance. The letter of credit will terminate after June 30, 2019. The letter of credit is presented at the face amount plus accrued facility rental fee, less received payments. There was no outstanding balance related to this letter of credit as of March 31, 2018 , or December 31, 2017 . Lease Commitments The Company has entered into lease agreements for its primary office locations in Arlington, Virginia, Lisle, Illinois, Riverside, Illinois, Chicago, Illinois, Albuquerque, New Mexico and Pune, India. Certain leases acquired as part of the Valence Health transaction included existing sublease agreements for office locations in Chicago, Illinois. The Company also has several smaller leases in various locations within Texas and California. Total rental expense, net of sublease income, on operating leases was $3.3 million and $2.6 million for the three months ended March 31, 2018 and 2017 , respectively. In connection with various lease agreements, the Company is required to maintain $3.8 million in letters of credit and, as such, held $3.8 million in restricted cash and restricted investments as collateral for the letters of credit as of March 31, 2018 . Indemnifications The Company’s customer agreements generally include a provision by which the Company agrees to defend its partners against third-party claims (a) for death, bodily injury, or damage to personal property caused by Company negligence or willful misconduct, (b) by former or current Company employees arising from such managed service agreements, (c) for intellectual property infringement under specified conditions and (d) for Company violation of applicable laws, and to indemnify them against any damages and costs awarded in connection with such claims. To date, the Company has not incurred any material costs as a result of such indemnities and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. Registration rights agreement We entered into a registration rights agreement with The Advisory Board, UPMC, TPG and another investor to register for sale under the Securities Act shares of our Class A common stock, including those delivered in exchange for Class B common stock and Class B common units. Subject to certain conditions and limitations, this agreement provides these investors with certain demand, piggyback and shelf registration rights. The registration rights granted under the registration rights agreement will terminate upon the date the holders of shares that are a party thereto no longer hold any such shares that are entitled to registration rights. Pursuant to our contractual obligations under this agreement, we filed a registration statement on Form S-3 with the SEC on July 28, 2016, which was declared effective on August 12, 2016. Pursuant to certain terms of the registration rights agreement, certain Investor Stockholders sold 7.5 million shares of the Company’s Class A common stock during the March 2017 Secondary, as discussed in Note 4 . Pursuant to the terms of the registration rights agreement, we incurred $0.3 million in expenses related to the March 2017 Secondary for the three months ended March 31, 2017 . The expenses were recorded within “Selling, general and administrative expenses” on our Consolidated Statements of Operations. We will continue to pay all expenses relating to any demand, piggyback or shelf registration, other than underwriting discounts and commissions and any transfer taxes, subject to specified conditions and limitations. The registration rights agreement includes customary indemnification provisions, including indemnification of the participating holders of shares of Class A common stock and their directors, officers and employees by us for any losses, claims, damages or liabilities in respect thereof and expenses to which such holders may become subject under the Securities Act, state law or otherwise. Guarantees As part of our strategy to support certain of our partners in the Next Generation Accountable Care Program, we entered into upside and downside risk sharing arrangements. Our downside risk-sharing arrangements are limited to our fees and are executed through our wholly-owned captive insurance company. To satisfy the capital requirements of our insurance entity as well as state insurance regulators, Evolent entered into letters of credit of $18.0 million as of March 31, 2018 , to secure potential losses related to insurance services. This amount is in excess of our actuarial assessment of loss. Reinsurance Agreement During the fourth quarter of 2017, the Company entered into a 15 -month, $10.0 million capital-only reinsurance arrangement with NMHC, expiring on December 31, 2018. The purpose of the capital-only reinsurance is to provide balance sheet support to NMHC. There is no uncertainty to the outcome of the arrangement as there is no transfer of underwriting risk to Evolent or True Health, and neither Evolent nor True Health is at risk for any cash payments on behalf of NMHC. As a result, this arrangement does not qualify for reinsurance accounting. The Company will record a quarterly fee of approximately $0.2 million as non-operating income on its consolidated statements of operations and will maintain $10.0 million in restricted cash and restricted investments on its consolidated balance sheets for the duration of the reinsurance agreement. Credit and Concentration Risk The Company is subject to significant concentrations of credit risk related to cash and cash equivalents and accounts receivable. As of March 31, 2018 , approximately 66.3% of our $236.4 million of cash and cash equivalents (including restricted cash) were held in bank deposits with FDIC participating banks, approximately 33.3% were held in money market funds and less than 1.0% were held in international banks. While the Company maintains its cash and cash equivalents with financial institutions with high credit ratings, it often maintains these deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any realized losses on cash and cash equivalents to date. The Company is also subject to significant concentration of accounts receivable risk as a substantial portion of our trade accounts receivable is derived from a small number of our partners. The following table summarizes those partners who represented at least 10.0% of our trade accounts receivable for the periods presented: As of As of March 31, December 31, 2018 2017 Customer B 14.2 % 32.1 % Customer C * 11.8 % Customer D * 16.5 % * Represents less than 10.0% of the respective balance In addition, the Company is subject to significant concentration of revenue risk as a substantial portion of our revenue is derived from a small number of contractual relationships with our operating partners. The following table summarizes those partners who represented at least 10.0% of our revenue for the periods presented: For the Three Months Ended March 31, 2018 2017 Customer A 20.1 % 17.1 % Customer B 10.6 % * Customer C * 11.2 % * Represents less than 10.0% of the respective balance |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share The following table sets forth the computation of basic and diluted earnings per share available for common stockholders (in thousands, except per share data): For the Three Months Ended March 31, 2018 2017 Net income (loss) $ (14,065 ) $ (23,149 ) Less: Net income (loss) attributable to non-controlling interests (439 ) (5,137 ) Net income (loss) available for common shareholders (1) (2) $ (13,626 ) $ (18,012 ) Weighted-average common shares outstanding (2) (3) 75,375 52,599 Earnings (Loss) per Common Share Basic $ (0.18 ) $ (0.34 ) Diluted (0.18 ) (0.34 ) (1) For periods of net loss, net income (loss) available for common shareholders is the same for both basic and diluted purposes. (2) Each Class B common unit of Evolent Health LLC can be exchanged (together with a corresponding number of shares of our Class B common stock) for one share of our Class A common stock. As holders exchange their Class B common shares for Class A common shares, our interest in Evolent Health LLC will increase. Therefore, shares of our Class B common stock are not considered dilutive shares for the purposes of calculating our diluted earnings (loss) per common share as related adjustment to net income (loss) available for common shareholders would equally offset the additional shares, resulting in the same earnings (loss) per common share. (3) For periods of net loss, shares used in the earnings (loss) per common share calculation represent basic shares as using diluted shares would be anti-dilutive. Anti-dilutive shares (in thousands) excluded from the calculation of weighted-average common shares presented above are presented below: For the Three Months Ended March 31, 2018 2017 Exchangeable Class B common stock 2,141 15,347 Restricted stock units ("RSUs") 627 485 Stock options and performance-based stock options 2,162 2,915 Convertible senior notes 5,201 5,201 Total 10,131 23,948 |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-based Compensation Total compensation expense by award type and line item in our consolidated financial statements were as follows (in thousands): For the Three Months Ended March 31, 2018 2017 Award Type Stock options $ 2,231 $ 4,053 Performance-based stock options 110 110 RSUs 1,454 941 Total $ 3,795 $ 5,104 Line Item Cost of revenue $ 316 $ 349 Selling, general and administrative expenses 3,479 4,755 Total $ 3,795 $ 5,104 No stock-based compensation in the totals above was capitalized as software development costs for the three months ended March 31, 2018 and 2017 , respectively. Stock-based awards granted were as follows: For the Three Months Ended March 31, 2018 2017 Stock options 961,702 866,849 RSUs 752,848 387,597 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For interim periods, we recognize an income tax provision (benefit) based on our estimated annual effective tax rate expected for the full year. The Company recorded less than $0.1 million and $0.4 million in income tax expense for the three months ended March 31, 2018 and 2017 , which resulted in effective tax rates of less than (0.1)% and (1.8)% , respectively. The income tax expense recorded during the three months ended March 31, 2018 , primarily relates to the change in indefinite lived components and components expected to reverse outside of the net operating loss carryover period as part of the outside basis difference in our partnership interest in Evolent Health LLC. With the exception of these components, the Company continues to record a valuation allowance against the net deferred tax assets. As a result of the Tax Cuts and Jobs Act (the “Tax Act”) enacted on December 22, 2017 , and subsequent state jurisdictions conforming to certain provisions of the Tax Act with respect to the indefinite carryforward period and 80% taxable income limitation on NOLs arising after December 31, 2017 , these components of the deferred tax liabilities are comprised of the entire nonconforming state indefinite-lived components and those outside of the NOL carryforward period and a portion of our federal and conforming states components that could not be used as a source of income. As of December 31, 2017 , the Company had recorded a provisional estimate of the financial statement impact of the Tax Act in accordance with SEC Staff Accounting Bulletin No. 118. During the three months ended March 31, 2018 , the change in the initial provisional estimates is immaterial. The Company will continue to evaluate any further adjustments necessary through 2018. As a result of the increase in our ownership of Evolent Health LLC following the March 2018 Private Sale discussed in Note 4 above, the Company reduced the indefinite portion of the deferred tax liability related to the book basis compared to the tax basis in our partnership interest in Evolent Health LLC by approximately $0.9 million for the three months ended March 31, 2018 . The effect of this change in the deferred tax liability was recorded as additional paid-in capital. As a result of the increase in our ownership of Evolent Health LLC following the March 2017 Secondary discussed in Note 4 above, the Company reduced the indefinite portion of the deferred tax liability related to the book basis compared to the tax basis in our partnership interest in Evolent Health LLC by approximately $2.8 million for the three months ended March 31, 2017 . The effect of this change in the deferred tax liability was recorded as additional paid-in capital. As of December 31, 2017 , the Company had unrecognized tax benefits of $0.8 million that, if recognized, would not affect the effective tax rate. As of March 31, 2018 , there are no changes to the unrecognized tax benefits. The Company does not recognize interest and penalties related to uncertain tax positions due to the current NOL position. The Company is not currently subject to income tax audits in any U.S., state, or foreign jurisdictions for any tax year. Tax Receivables Agreement In connection with the Offering Reorganization, the Company entered into the TRA with certain of its investors, which provides for the payment by the Company to these investors of 85% of the amount of the tax benefits, if any, that the Company is deemed to realize as a result of increases in our tax basis related to exchanges of Class B common units as well as tax benefits attributable to the future utilization of pre-IPO NOLs. See Note 9 above and “Part II - Item 8. Financial Statements and Supplementary Data - Note 12” in our 2017 Form 10-K for discussion of our TRA. |
Investments In and Advances to
Investments In and Advances to Equity Method Investees | 3 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments In and Advances to Equity Method Investees | Investments In and Advances to Equity Method Investees Equity Method Investments The Company has entered into joint venture agreements with various entities. As of March 31, 2018 , the Company’s economic and voting interests in these entities ranged between 4% and 40% . As of December 31, 2017 , the Company’s economic interests in these entities ranged between 26% and 40% and voting interests ranged between 27% and 40% . The Company determined that it has significant influence over these entities but that it does not have control over any of the entities. Accordingly, the investments are accounted for under the equity method of accounting and the Company is allocated its proportional share of the entities’ earnings and losses for each reporting period. The Company’s proportional share of the losses from these investments was approximately $0.1 million and $0.5 million for the three months ended March 31, 2018 and 2017 , respectively. The Company signed services agreements with certain of the aforementioned entities to provide certain management, operational and support services to help manage elements of their service offerings. Revenues related to these services agreements for the three months ended March 31, 2018 and 2017 , was less than $0.1 million and $0.2 million , respectively. |
Non-controlling Interests
Non-controlling Interests | 3 Months Ended |
Mar. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | Non-controlling Interests Immediately following the Offering Reorganization and IPO (as described in our 2017 Form 10-K), the Company owned 70.3% of Evolent Health LLC. The Company’s ownership percentage changes with the issuance of Class A common stock and Class B Exchanges. The Company completed the 2017 Secondary Offerings during 2017. The shares sold in the 2017 Secondary Offerings consisted of 20.1 million shares of the Company’s Class A common stock, consisting of 7.4 million existing shares of the Company’s Class A common stock owned and held by certain Selling Stockholders, 12.6 million newly-issued shares of the Company’s Class A common stock received by certain Investor Stockholders pursuant to Class B Exchanges and 0.1 million shares issued upon the exercise of options by certain management selling stockholders. As a result of these Class B Exchanges and Evolent Health LLC’s cancellation of its Class B common units during the 2017 Secondary Offerings, the Company’s economic interest in Evolent Health LLC increased from 77.4% to 96.1% immediately following the June 2017 Secondary, and, accordingly, we reclassified a portion of our non-controlling interests into shareholders’ equity attributable to Evolent Health, Inc. In addition, the Company issued 8.8 million shares of its Class A Common Stock during the August 2017 Primary for net proceeds of $166.9 million . For each share of Class A common stock issued by Evolent Health, Inc., the Company received a corresponding Class A common unit from Evolent Health LLC in exchange for contributing the issuance proceeds to Evolent Health LLC. As a result of the Class A common stock and Class A common units issued in conjunction with the August 2017 Primary, the Company’s economic interest in Evolent Health LLC increased from 96.1% to 96.6% immediately following the August 2017 Primary, and, accordingly, we reclassified a portion of our non-controlling interests into shareholders’ equity attributable to Evolent Health, Inc. The Company completed the March 2018 Private Sale during the three months ended March 31, 2018. The shares sold in the March 2018 Private Sale consisted of 1.2 million existing shares of the Company’s Class A common stock owned and held by The Advisory Board and 1.8 million newly-issued shares of the Company’s Class A common stock received by The Advisory Board pursuant to Class B Exchanges. As a result of this Class B Exchange and Evolent Health LLC’s cancellation of the Class B units during the March 2018 Private Sale, the Company’s economic interest in Evolent Health LLC increased from 96.6% to 98.9% immediately following the March 2018 Private Sale, and, accordingly, we reclassified a portion of our non-controlling interests into shareholders’ equity attributable to Evolent Health, Inc. As of March 31, 2018 , and December 31, 2017 , we owned 98.9% and 96.6% of the economic interests in Evolent Health LLC, respectively. See Note 4 for further discussion of the March 2018 Private Sale, August 2017 Primary and 2017 Secondary Offerings. Changes in non-controlling interests (in thousands) for the periods presented were as follows: For the Three Months Ended March 31, 2018 2017 Non-controlling interests as of beginning-of-period $ 35,427 $ 209,588 Cumulative-effect adjustment from adoption of new accounting principle 594 — Decrease in non-controlling interests as a result of Class B Exchanges (23,805 ) (59,585 ) Reclassification of non-controlling interests (5 ) 1,403 Net income (loss) attributable to non-controlling interests (439 ) (5,137 ) Non-controlling interests as of end-of-period $ 11,772 $ 146,269 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement GAAP defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) assuming an orderly transaction in the most advantageous market at the measurement date. GAAP also establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include: • Level 1 - inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date; • Level 2 - inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date and the fair value can be determined through the use of models or other valuation methodologies; and • Level 3 - inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the particular asset or liability being measured. Recurring Fair Value Measurements In accordance with GAAP, certain assets and liabilities are required to be recorded at fair value on a recurring basis. The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis (in thousands): As of March 31, 2018 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents (1) $ 60,594 $ — $ — $ 60,594 Restricted cash and restricted investments (1) 18,030 — — 18,030 Total $ 78,624 $ — $ — $ 78,624 Liabilities Contingent consideration (2) — — 8,800 8,800 As of December 31, 2017 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents (1) $ 60,535 $ — $ — $ 60,535 Restricted cash and restricted investments (1) 16,575 — — 16,575 Total $ 77,110 $ — $ — $ 77,110 Liabilities Contingent consideration (2) — — 8,700 8,700 (1) Represents the cash and cash equivalents that were held in a money market fund as of March 31, 2018 , and December 31, 2017 , as presented in the tables above. (2) Represents the contingent earn-out consideration related to the University Health Care, Inc. d/b/a Passport Health Plan (“Passport”) acquisition as described below. The Company recognizes any transfers between levels within the hierarchy as of the beginning of the reporting period. There were no transfers between fair value levels for the three month periods ended March 31, 2018 and 2017 , respectively. In the absence of observable market prices, the fair value is based on the best information available and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. The strategic alliance with Passport includes a provision for additional equity consideration contingent upon the Company obtaining new third party Medicaid business in future periods. The contingent consideration of $8.8 million and $8.7 million is a mark-to-market liability recorded within “Other long-term liabilities” on our Consolidated Balance Sheets as of March 31, 2018 , and December 31, 2017 . We recorded a re-measurement loss of approximately $0.1 million and zero during the three months ended March 31, 2018 and 2017 , respectively, based on changes in the underlying assumptions of the fair value calculation. T he fair value of the contingent equity consideration was estimated based on the real options approach, a form of the income approach, which estimated the probability of the Company achieving future revenues under the agreement. The significant unobservable inputs used in the fair value measurement of the Passport contingent consideration are the five -year risk-adjusted recurring revenue compound annual growth rate (“CAGR”) and the applicable discount rate. A significant increase in the assumed five -year risk-adjusted recurring revenue CAGR projection or decrease in discount rate in isolation would result in a significantly higher fair value of the contingent consideration. The changes in our contingent consideration, measured at fair value, for which the Company uses Level 3 inputs to determine fair value are as follows (in thousands): For the Three Months Ended March 31, 2018 2017 Balance as of beginning-of-period $ 8,700 $ 8,300 Realized and unrealized (gains) losses, net 100 — Balance as of end-of-period $ 8,800 $ 8,300 The following table summarizes the fair value (in thousands), valuation techniques and significant unobservable inputs of our Level 3 fair value measurements as of the periods presented: As of March 31, 2018 Fair Valuation Significant Assumption or Value Technique Unobservable Inputs Input Ranges Contingent consideration (1) $ 8,800 Real options approach Risk-adjusted recurring revenue CAGR 92.5 % (2) Discount rate/time value 2.7% - 4.0% (1) Related to additional Passport earn-out consideration as described above. (2) The risk-adjusted recurring revenue CAGR is calculated over the five -year period 2017-2021. Given that there was no recurring revenue in 2016 and 2017, the calculation of the 2017 and 2018 growth rate is based on a theoretical 2016 and 2017 recurring revenue of $1.0 million , resulting in a higher growth rate. The risk-adjusted recurring revenue CAGR over the period 2019-2021 is 19.2% . As of December 31, 2017 Fair Valuation Significant Assumption or Value Technique Unobservable Inputs Input Ranges Contingent consideration (1) $ 8,700 Real options approach Risk-adjusted recurring revenue CAGR 92.5 % (2) Discount rate/time value 2.7% - 4.0% (1) Related to additional Passport earn-out consideration as described above. (2) The risk-adjusted recurring revenue CAGR is calculated over the five -year period 2017-2021. Given that there was no recurring revenue in 2016 and 2017, the calculation of the 2017 and 2018 growth rate is based on a theoretical 2016 and 2017 recurring revenue of $1.0 million , resulting in a higher growth rate. The risk-adjusted recurring revenue CAGR over the period 2019-2021 is 19.2% . Nonrecurring Fair Value Measurements In addition to the assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. This includes goodwill, intangible assets, property, plant and equipment, held-to-maturity investments and equity method investments. While not carried at fair value on a recurring basis, these items are continually monitored for indicators of impairment that would indicate current carrying value is greater than fair value. In those situations, the assets are considered impaired and written down to current fair value. See Notes 4 , 5 , 6 , 7 and 13 for further discussion of assets measured at fair value on a nonrecurring basis. Other Fair Value Disclosures The carrying amounts of cash and cash equivalents (those not held in a money market fund), restricted cash, receivables, prepaid expenses, accounts payable, accrued liabilities and accrued compensation approximate their fair values because of the relatively short-term maturities of these items and financial instruments. See Note 8 for information regarding the fair value of the 2021 Notes. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties The entities described below are considered related parties and the balances and/or transactions with them are reported in our consolidated financial statements. As discussed in Note 13 , the Company has economic interests in several entities that are accounted for under the equity method of accounting. The Company is allocated its proportional share of the investees’ earnings and losses each reporting period. In addition, Evolent has entered into services agreements with certain of the entities to provide certain management, operational and support services to help the entities manage elements of their service offerings. Revenues related to the services agreements for the three months ended March 31, 2018 and 2017 , was less than $0.1 million and $0.2 million , respectively. The Company also works closely with UPMC, one of its founding investors. The Company’s relationship with UPMC is a subcontractor relationship where UPMC has agreed to execute certain tasks (primarily third-party administration (“TPA”) services) relating to certain customer commitments. We also conduct business with a company in which UPMC holds a significant equity interest. Additionally, prior to the Offering Reorganization, we issued shares of our stock to certain of our partners while concurrently entering into revenue contracts with those partners. Those partners are considered related parties and the balances and/or transactions with them were reported on our consolidated financial statements for the periods in which they held a significant equity interest in Evolent Health, Inc. The following table presents revenues and expenses attributable to our related parties (in thousands): For the Three Months Ended March 31, 2018 2017 Revenue Transformation services $ 32 $ 198 Platform and operations services 7,291 6,778 Expenses Cost of revenue (exclusive of depreciation and amortization expenses) 3,190 6,344 Selling, general and administrative expenses 99 405 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We define our reportable segments based on the way the chief operating decision maker (“CODM”), currently the Chief Executive Officer, manages the operations for purposes of allocating resources and assessing performance. We classify our operations into two reportable segments as follows: • Services, which consists of our technology-enabled services platform that supports our various value-based operations, such as delivery network alignment, population health performance, integrated cost and revenue management solutions and financial and administrative management services; and • True Health, which consists of a commercial health plan we operate in New Mexico that focuses on small and large businesses. In the ordinary course of business, our reportable segments enter into transactions with one another. While intersegment transactions are treated like third-party transactions to determine segment performance, the revenues and expenses recognized by the segment that is the counterparty to the transaction are eliminated in consolidation and do not affect consolidated results. The CODM uses Adjusted Revenue and Adjusted EBITDA to evaluate the performance of the segments and allocate resources. Adjusted Revenue and Adjusted EBITDA are non-GAAP financial performance measures that offer a useful view of the overall operation of our businesses and may be different than similarly-titled non-GAAP financial measures used by other companies. Adjusted Revenue is defined as the sum of Adjusted Services Revenue and True Health premiums revenue less intersegment eliminations. Adjusted Services Revenue is defined as Services revenue adjusted to exclude the impact of purchase accounting adjustments. In addition, the company’s Adjusted Services Revenue for the three months ended March 31, 2018, includes a $4.5 million adjustment related to revenue that was contracted for prior to 2018 and that was properly excluded from revenue in our 2017 results under the revenue recognition rules then in effect under ASC 605. On January 1, 2018, we adopted the new revenue recognition rules under ASC 606 using the modified retrospective method, which required us to include this $4.5 million as part of the cumulative transition adjustment to beginning retained earnings as of January 1, 2018. Under ASC 605, and based on proportionate performance revenue recognition, we would have recognized an additional $4.5 million in revenue during 2018, primarily within our Adjusted Transformation Services Revenue. The Company has therefore included this revenue, and related profit, in its adjusted results for the three months ended March 31, 2018, as they had not been previously reported prior to 2018 and the contracts are expected to be completed within 2018. This is a one-time adjustment and it will not reoccur in future periods. Adjusted EBITDA is the sum of Services Adjusted EBITDA and True Health Adjusted EBITDA and is defined as EBITDA (net income (loss) attributable to Evolent Health, Inc. before interest income, interest expense, (provision) benefit for income taxes, depreciation and amortization expenses), adjusted to exclude (gain) loss on change in fair value of contingent consideration, income (loss) from equity affiliates, other income (expense), net, net (income) loss attributable to noncontrolling interests, purchase accounting adjustments, stock-based compensation expenses, severance costs, amortization of contract cost assets recorded as a result of a one-time ASC 606 transition adjustment, transaction costs related to acquisitions and business combinations, severance costs and other one-time adjustments (which for the three months ended March 31, 2018 includes the ASC 606 transition adjustment described above). When Adjusted EBITDA is discussed in this report, the most directly comparable GAAP financial measure is net income (loss) attributable to Evolent Health, Inc. Management considers Adjusted Revenue and Adjusted EBITDA to be the appropriate metrics to evaluate and compare the ongoing operating performance of our segments on a consistent basis across reporting periods as they eliminate the effect of items which are not indicative of each segment's core operating performance. The following tables present our segment information (in thousands): Intersegment Services True Health Eliminations Consolidated Revenue Three months ended March 31, 2018 Services: Adjusted Transformation Services $ 10,160 $ — $ — $ 10,160 Adjusted Platform and Operations Services 114,675 — (3,797 ) 110,878 Adjusted Services Revenue 124,835 — (3,797 ) 121,038 True Health: Premiums — 23,585 (194 ) 23,391 Adjusted Revenue 124,835 23,585 (3,991 ) 144,429 ASC 606 transition adjustment (1) (4,498 ) — — (4,498 ) Purchase accounting adjustments (2) (217 ) — — (217 ) Total revenue $ 120,120 $ 23,585 $ (3,991 ) $ 139,714 Three months ended March 31, 2017 Services: Adjusted Transformation Services $ 10,235 $ — $ — $ 10,235 Adjusted Platform and Operations Services 96,534 — — 96,534 Adjusted Services Revenue 106,769 — — 106,769 Adjusted Revenue 106,769 — — 106,769 Purchase accounting adjustments (2) (531 ) — — (531 ) Total revenue $ 106,238 $ — $ — $ 106,238 Segments Services True Health Total Three months ended March 31, 2018 Adjusted EBITDA $ 6,966 $ 947 $ 7,913 Three Months Ended March 31, 2017 Adjusted EBITDA $ (4,774 ) $ — $ (4,774 ) (1) Adjustment to Adjusted Transformation Services Revenue was approximately $3.7 million and the adjustment to Adjusted Platform and Operations Services Revenue was approximately $0.8 million . (2) Purchase accounting adjustments pertain to Services revenue. There were no purchase accounting adjustments noted in relation to True Health premiums revenue. The following table presents our reconciliation of segments total Adjusted EBITDA to net income (loss) attributable to Evolent Health, Inc.: (in thousands) For the Three For the Three Months Ended Months Ended March 31, March 31, 2018 2017 Net Income (Loss) Attributable to Evolent Health, Inc. $ (13,626 ) $ (18,012 ) Less: Interest income 1,072 185 Interest expense (853 ) (954 ) (Provision) benefit for income taxes (3 ) (405 ) Depreciation and amortization expenses (9,496 ) (6,615 ) Income (loss) from equity affiliates (131 ) (522 ) Loss on change in fair value of contingent consideration (100 ) — Other income (expense), net (18 ) 2 Net (income) loss attributable to non-controlling interests 439 5,137 ASC 606 transition adjustments (4,498 ) — Purchase accounting adjustments (217 ) (531 ) Stock-based compensation expense (3,795 ) (5,104 ) Severance costs (1,594 ) — Amortization of contract cost assets (561 ) — Transaction costs (1,784 ) (4,431 ) Adjusted EBITDA $ 7,913 $ (4,774 ) Asset information by segment is not a key measure of performance used by the CODM. Accordingly, we have not disclosed asset information by segment. |
True Health Claims Reserves
True Health Claims Reserves | 3 Months Ended |
Mar. 31, 2018 | |
Insurance [Abstract] | |
True Health Claims Reserves | True Health Claims Reserves Claims reserves for the True Health segment reflects estimates of the ultimate cost of claims that have been incurred but not reported, including expected development on reported claims, those that have been reported but not yet paid (reported claims in process), and other medical care expenses and services payable that are primarily comprised of accruals for incentives and other amounts payable to health care professionals and facilities. The Company uses actuarial principles and assumptions that are consistently applied each reporting period and recognizes the actuarial best estimate of the ultimate liability along with a margin for adverse deviation. This approach is consistent with actuarial standards of practice that the liabilities be adequate under moderately adverse conditions. This liability predominately consists of incurred but not reported amounts and reported claims in process including expected development on reported claims. The liability is primarily calculated using "completion factors" developed by comparing the claim incurral date to the date claims were paid. Completion factors are impacted by several key items including changes in: 1) electronic (auto-adjudication) versus manual claim processing, 2) provider claims submission rates, 3) membership and 4) the mix of products. The Company’s policy is to use historical completion factors combined with an analysis of current trends and operational factors to develop current estimates of completion factors. The Company estimates the liability for claims incurred in each month by applying the current estimates of completion factors to the current paid claims data. This approach implicitly assumes that historical completion rates will be a useful indicator for the current period notwithstanding that we did not own NMHC’s commercial business prior to January 2, 2018. For more recent months, the Company expects to rely more heavily on medical cost trend analysis that reflects expected claim payment patterns and other relevant operational considerations. Medical cost trend is primarily impacted by medical service utilization and unit costs that are affected by changes in the level and mix of medical benefits offered, including inpatient, outpatient and pharmacy, the impact of copays and deductibles, changes in provider practices and changes in consumer demographics and consumption behavior. For each reporting period, the Company compares key assumptions used to establish the claims reserves to actual experience. When actual experience differs from these assumptions, claims reserves are adjusted through current period shareholders' net income. Additionally, the Company evaluates expected future developments and emerging trends that may impact key assumptions. The process used to determine this liability requires the Company to make critical accounting estimates that involve considerable judgment, reflecting the variability inherent in forecasting future claim payments. These estimates are highly sensitive to changes in the Company's key assumptions, specifically completion factors and medical cost trends. Activity in claims reserves was as follows: (in thousands) Three Months Ended March 31, 2018 Incurred costs related to current period $ 16,749 Paid costs related to current period 10,050 Ending balance, net 6,699 Add: Reinsurance and other amounts recoverable — Ending balance $ 6,699 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following represents supplemental cash flow information (in thousands): Supplemental Disclosure of Non-cash Investing and Financing Activities Accrued property and equipment purchases $ 3,183 $ 83 Increase to goodwill from measurement period adjustments related to business combinations — 635 Decrease in accrued financing costs related to 2021 Notes — 196 Consideration for asset acquisitions or business combinations 500 — Settlement of Vestica Healthcare LLC escrow 2,519 — Effects of the March 2018 Private Sale and March 2017 Secondary Offering Decrease in non-controlling interests as a result of Class B Exchanges 23,805 59,585 Decrease in deferred tax liability as a result of securities offerings 908 2,796 |
Basis of Presentation, Summar26
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principle (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation In our opinion, the accompanying unaudited interim consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to fairly state our financial position, results of operations, and cash flows. The Consolidated Balance Sheet at December 31, 2017 , has been derived from audited financial statements as of that date. The interim consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain footnote disclosures normally included in financial statements prepared in accordance with United States of America generally accepted accounting principles (“GAAP”) have been omitted pursuant to instructions, rules, and regulations prescribed by the United States Securities and Exchange Commission (“SEC”). The disclosures provided herein should be read in conjunction with the audited financial statements and notes thereto included in our 2017 Form 10-K. |
Accounting Estimates and Assumptions | Accounting Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses for the reporting period. Those estimates are inherently subject to change and actual results could differ from those estimates. In the accompanying consolidated financial statements, estimates are used for, but not limited to, the valuation of assets, liabilities, consideration related to business combinations and asset acquisitions, revenue recognition including discounts and credits, estimated selling prices for performance obligations in contracts with multiple performance obligations, claims reserves, contingent payments, allowance for doubtful accounts, depreciable lives of assets, impairment of long lived assets (including equity method investments), stock-based compensation, deferred income taxes and valuation allowance, contingent liabilities, valuation of intangible assets (including goodwill), purchase price allocation in taxable stock transactions and the useful lives of intangible assets. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Evolent Health, Inc. and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. |
Operating Segments | Operating Segments Operating segments are defined as components of a business that earn revenue and incur expenses for which discrete financial information is available that is evaluated, on a regular basis, by the chief operating decision maker (“CODM”) to decide how to allocate resources and assess performance. The Company operates through two segments: (1) Services, and (2) True Health. Our Services segment consists of our technology-enabled services platform that supports our various value-based operations, such as delivery network alignment, population health performance, integrated cost and revenue management solutions and financial and administrative management services. Our True Health segment consists of a commercial health plan we operate in New Mexico that focuses on small and large businesses. See Note 17 for a discussion of our operating results by segment. |
Restricted Cash and Restricted Investments | Restricted Cash and Restricted Investments Restricted cash and restricted investments include cash and investments used to collateralize various contractual obligations |
Intangible Assets, Net | Intangible Assets, Net Identified intangible assets are recorded at their estimated fair values at the date of acquisition and are amortized over their respective estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are used. The Company acquired additional intangible assets in conjunction with a strategic acquisition made during 2018. Information regarding the determination and allocation of the fair value of the acquired assets and liabilities is further described within Note 4 . The following summarizes the estimated useful lives by asset classification: Corporate trade name 20 years Customer relationships 15-25 years Technology 5 years Provider network contracts 5 years Intangible assets are reviewed for impairment if circumstances indicate the Company may not be able to recover the asset’s carrying value. The Company evaluates recoverability by determining whether the undiscounted cash flows expected to result from the use and eventual disposition of that asset or group exceed the carrying value at the evaluation date. If the undiscounted cash flows are not sufficient to cover the carrying value, the Company measures an impairment loss as the excess of the carrying amount of the long-lived asset or group over its fair value. See Note 7 for additional discussion regarding our intangible assets. |
Goodwill | Goodwill We recognize the excess of the purchase price, plus the fair value of any non-controlling interests in the acquiree, over the fair value of identifiable net assets acquired as goodwill. Goodwill is not amortized, but is reviewed at least annually for indications of impairment, with consideration given to financial performance and other relevant factors. We perform impairment tests of goodwill at a reporting unit level, which is consistent with the way management evaluates our business. Goodwill is assigned to the reporting unit that benefits from the synergies arising from each business combination. |
Foreign Currency | Foreign Currency The Company established an international subsidiary during the first quarter of 2018. The functional currency of our international subsidiary is the Indian Rupee. We translate the financial statements of this subsidiary to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of shareholders' equity. |
Revenue | Our Services segment derives revenue from two sources: (1) transformation services and (2) platform and operations services. Revenue is recognized when control of the services is transferred to our customers. We use the following 5-Step model, outlined in ASC 606, to determine revenue recognition on our contracts with customers: • Identify the contract(s) with a customer • Identify of performance obligations in the contract • Determine the transaction price • Allocate the transaction price to performance obligations • Recognize revenue when (or as) the entity satisfies a performance obligation Transformation Services Revenue Transformation services consist of strategic assessments, or Blueprint contracts, and implementation services whereby we assist the customer in launching its population health or health plan strategy. The transformation services are usually completed within 12 months. We generally receive a fixed fee for transformation services and recognize revenue over time using an input method based on hours incurred compared to the total estimated hours required to satisfy our performance obligation. Platform and Operations Services Revenue Platform and operations services generally include multi-year arrangements with customers to provide various population health, health plan operations and PBM services on an ongoing basis. Our performance obligation in these arrangements is to provide an integrated suite of services, including access to our platform that is customized to meet the specialized needs of our customers. Generally we will apply the series guidance to the performance obligation as we have determined that each time increment is distinct. We primarily utilize a variable fee structure for these services that typically include a monthly payment that is calculated based on a specified per member per month rate, multiplied by the number of members that our partners are managing under a value-based care arrangement or a percentage of plan premiums. Our arrangements may also include other variable fees related to service level agreements, shared medical savings arrangements and other performance measures. Variable consideration is estimated using the most likely amount based on our historical experience and best judgment at the time. Due to the nature of our arrangements certain estimates may be constrained if it is probable that a significant reversal of revenue will occur when the uncertainty is resolved. We recognize revenue for platform and operations services over time using the time elapsed output method. Fixed consideration is recognized ratably over the contract term. In accordance with the series guidance, we allocate variable consideration to the period to which the fees relate. Contracts with Multiple Performance Obligations Our contracts with customers may contain multiple performance obligations, primarily when the customer has requested both transformation services and platform and operations services as these services are distinct from one another. When a contract has multiple performance obligations, we allocate the transaction price to each performance obligation based on the relative standalone selling price using the expected cost margin approach. This approach requires estimates regarding both the level of effort it will take to satisfy the performance obligation as well as fees that will be received under the variable pricing model. We also take into consideration customer demographics, current market conditions, the scope of services and our overall pricing strategy and objectives when determining the standalone selling price. Principal vs Agent We occasionally use third parties to assist in satisfying our performance obligations. In order to determine whether we are the principal or agent in the arrangement, we will review each third party relationship on a contract by contract basis. We are an agent when our role is to arrange for another entity to provide the services to the customer. In these instances, we do not control the service before it is provided and will recognize revenue on a net basis. We are the principal when we control the good or service prior to transferring control to the customer. We recognize revenue on a gross basis when we are the principal in the arrangement. |
Adoption of New Accounting Standards and Future Adoption of New Accounting Standards | Adoption of New Accounting Standards In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, in order to clarify the principles of recognizing revenue. This standard establishes the core principle of recognizing revenue to depict the transfer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB defines a five-step process that systematically identifies the various components of the revenue recognition process, culminating with the recognition of revenue upon satisfaction of an entity’s performance obligations. By completing all five steps of the process, the core principles of revenue recognition will be achieved. The new revenue standard (including updates) is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016. The guidance permits two methods of adoption: i) the full retrospective method applying the standard to each prior reporting period presented, or ii) the modified retrospective method with a cumulative effect of initially applying the guidance recognized at the date of initial application. The standard also allows entities to apply certain practical expedients at their discretion. The Company adopted the standard effective January 1, 2018, using the modified retrospective method for only contracts that were not completed at the date of initial application. Results for reporting periods beginning after January 1, 2018 are presented under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC Topic 605, Revenue Recognition (“ASC 605”). The adoption of this standard resulted in changes related to revenue recognition for contracts that contain certain features, such as variable consideration. These changes generally accelerate revenue recognition. In addition, certain customer setup costs, which have historically been expensed as incurred, will now be capitalized. Evolent recognized the cumulative effect of applying the new revenue standard as a $17.3 million adjustment to the opening balance of retained earnings in the first quarter of 2018, primarily as a result of deferral of expenses related to contract acquisition and fulfillment costs and acceleration of revenue due to variable consideration estimation. See Note 5 for additional disclosures regarding Evolent's contracts with customers. See Note 2 for updated revenue recognition accounting policy and the impact of adopting the new revenue recognition standard on Evolent’s financial statements. Future Adoption of New Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments . With respect to assets measured at amortized cost, such as held-to-maturity assets, the update requires presentation of the amortized cost net of a credit loss allowance. The update eliminates the probable initial recognition threshold that was previously required prior to recognizing a credit loss on financial instruments. The credit loss estimate can now reflect an entity’s current estimate of all future expected credit losses as opposed to the previous standard, when an entity only considered past events and current conditions. With respect to available for sale debt securities, the update requires that credit losses be presented as an allowance rather than as a write-down. The update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We intend to adopt the requirements of this standard effective January 1, 2020, and are currently evaluating the impact of the adoption on our financial condition and results of operations. In February 2016, the FASB issued ASU 2016-02, Leases , in order to establish the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. This update introduces a new standard on accounting for leases, including a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in ASC 606, the FASB’s new revenue recognition standard (e.g., those related to evaluating when profit can be recognized). The standard also requires lessors to increase the transparency of their exposure to changes in value of their residual assets and how they manage that exposure. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. We intend to adopt the requirements of this standard effective January 1, 2019, and are currently evaluating the impact of the adoption on our financial condition and results of operations. We have evaluated all other issued and unadopted ASUs and believe the adoption of these standards will not have a material impact on our results of operations, financial position, or cash flows. |
Fair Value Measurements and Other Fair Value Disclosures | Nonrecurring Fair Value Measurements In addition to the assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. This includes goodwill, intangible assets, property, plant and equipment, held-to-maturity investments and equity method investments. While not carried at fair value on a recurring basis, these items are continually monitored for indicators of impairment that would indicate current carrying value is greater than fair value. In those situations, the assets are considered impaired and written down to current fair value. See Notes 4 , 5 , 6 , 7 and 13 for further discussion of assets measured at fair value on a nonrecurring basis. Other Fair Value Disclosures The carrying amounts of cash and cash equivalents (those not held in a money market fund), restricted cash, receivables, prepaid expenses, accounts payable, accrued liabilities and accrued compensation approximate their fair values because of the relatively short-term maturities of these items and financial instruments. See Note 8 for information regarding the fair value of the 2021 Notes. |
Basis of Presentation, Summar27
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principle (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of restricted cash and cash equivalents | Restricted cash and restricted investments include cash and investments used to collateralize various contractual obligations (in thousands) as follows: As of As of March 31, December 31, 2018 2017 Collateral for letters of credit for facility leases (1) $ 3,812 $ 3,812 Collateral with financial institutions (2) 18,030 24,725 Pharmacy benefit management and claims processing services (3) 4,018 26,286 Collateral for reinsurance agreement (4) 10,000 10,000 Other 897 862 Total restricted cash and restricted investments 36,757 65,685 Current restricted investments — 8,150 Current restricted cash 33,364 54,248 Total current restricted cash and restricted investments 33,364 62,398 Non-current restricted investments 711 605 Non-current restricted cash 2,682 2,682 Total non-current restricted cash and restricted investments $ 3,393 $ 3,287 (1) Represents restricted cash related to collateral for letters of credit required in conjunction with lease agreements. See Note 9 for further discussion of our lease commitments. (2) Represents collateral held with financial institutions for risk-sharing arrangements. As of March 31, 2018 , and December 31, 2017 , approximately $18.0 million and $16.6 million of the collateral amount was in a trust account and invested in a money market fund. The amounts invested in money market funds are considered restricted cash and are carried at fair value, which approximates cost. See Note 15 for further discussion of our fair value measurement. As of December 31, 2017 , approximately $8.2 million of the collateral amount was invested in restricted certificates of deposit with remaining maturities of less than 12 months. The restricted investments are classified as held-to-maturity and stated at amortized cost. Fair value of the certificates of deposit is determined using Level 2 inputs and approximates amortized cost as of December 31, 2017 . See Note 9 for further discussion of our risk-sharing arrangements. (3) Represents cash held by Evolent on behalf of partners to process PBM and other claims. These are pass-through amounts and can fluctuate materially from period to period depending on the timing of when the claims are processed. (4) Represents restricted cash required as part of our capital only reinsurance agreement to provide balance sheet support to NMHC. There is no transfer of underwriting risk to Evolent and we are not at risk for any cash payments on behalf of NMHC as part of the agreement. The reinsurance agreement is further discussed in Note 9 . The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statements of cash flows. As of March 31, 2018 2017 Cash and cash equivalents $ 200,316 $ 104,295 Restricted cash and restricted investments 36,757 31,915 Restricted investments included in restricted cash and restricted investments (711 ) (4,950 ) Total cash and cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 236,362 $ 131,260 |
Schedule of intangible assets | The following summarizes the estimated useful lives by asset classification: Corporate trade name 20 years Customer relationships 15-25 years Technology 5 years Provider network contracts 5 years Details of our intangible assets (in thousands) are presented below: As of March 31, 2018 Weighted- Average Gross Net Remaining Carrying Accumulated Carrying Useful Life Amount Amortization Value Corporate trade name 17.2 $ 19,000 $ 2,691 $ 16,309 Customer relationships 20.2 208,719 20,677 188,042 Technology 2.9 55,933 20,955 34,978 Below market lease, net 4.7 4,097 2,748 1,349 Provider network contracts 4.8 2,300 115 2,185 Total $ 290,049 $ 47,186 $ 242,863 (1) The increase in the gross carrying amount of the customer relationships intangible is attributable to $2.7 million of acquired customer relationships from the NMHC transaction and $2.5 million related the Vestica Healthcare LLC (“Vestica”) transaction. The Company acquired certain assets from Vestica in March 2016. The transaction included additional consideration of up to $4.0 million , which was being held in escrow and was recorded within “Prepaid expenses and other non-current assets” on our Consolidated Balance Sheets. In February 2018, the Company and Vestica reached an agreement to settle $3.5 million of the $4.0 million in escrow. Based on the terms of the settlement agreement, the Company reclassified the unamortized portion of the additional consideration from “Prepaid expenses and other non-current assets” into “Customer relationships” as of the settlement date. See Note 4 for further information about the NMHC transaction and see “ Part II - Item 8. Financial Statements and Supplementary Data - Note 4 ” of our 2017 Form 10-K for further information about the Vestica transaction. As of December 31, 2017 Weighted- Average Gross Net Remaining Carrying Accumulated Carrying Useful Life Amount Amortization Value Corporate trade name 17.4 $ 19,000 $ 2,454 $ 16,546 Customer relationships 20.5 203,500 18,312 185,188 Technology 3.1 55,802 17,810 37,992 Below market lease, net 4.8 4,197 2,662 1,535 Total $ 282,499 $ 41,238 $ 241,261 |
Adoption of ASC 606 | The following table summarizes the impact of the change in accounting principle to the Company’s Consolidated Statements of Cash Flows for the three months ended March 31, 2017 (in thousands): For the Three Months Ended March 31, 2017 As Originally Reported Adjustments As Adjusted Cash Flows from Financing Activities Change in restricted cash held on behalf of partners for claims processing $ — $ (8,501 ) $ (8,501 ) Net cash and restricted cash provided by (used in) financing activities (125 ) (8,501 ) (8,626 ) Net increase (decrease) in cash and cash equivalents and restricted cash (30,268 ) (8,501 ) (38,769 ) Cash and cash equivalents and restricted cash as of beginning-of-period 134,563 35,466 170,029 Cash and cash equivalents and restricted cash as of end-of-period 104,295 26,965 131,260 In accordance with the requirements under ASU 2014-09, the impact of adoption to our consolidated financial statements was as follows. See Note 5 for additional disclosures regarding Evolent's contracts with customers. Condensed Consolidated Statements of Operations (unaudited, in thousands) For the Three Months Ended March 31, 2018 Amounts without Impact of adoption of adoption As Reported ASC 606 Higher/(Lower) Revenue Transformation services $ 6,505 $ 5,787 $ 718 Platform and operations services 109,818 109,974 (156 ) Expenses Cost of revenue (exclusive of depreciation and amortization presented separately below) 71,975 72,281 (306 ) Selling, general and administrative expenses 55,526 55,516 10 Income (loss) before income taxes and non-controlling interests (14,062 ) (14,920 ) 858 Condensed Consolidated Balance Sheets (unaudited, in thousands) As of March 31, 2018 Balances without Impact of adoption of adoption As Reported ASC 606 Higher/(Lower) Assets Accounts receivable, net $ 66,138 $ 64,478 $ 1,660 Contract assets (current) 4,092 — 4,092 Contract assets (noncurrent) 1,551 — 1,551 Contract cost assets 9,982 — 9,982 Liabilities and Shareholders' Equity (Deficit) Liabilities Deferred revenue $ 33,328 $ 34,381 $ (1,053 ) Other long-term liabilities 11,368 11,196 172 Shareholders' Equity (Deficit) Retained earnings (accumulated deficit) 89,041 71,498 17,543 Non-controlling interests 11,772 11,149 623 |
Transactions (Tables)
Transactions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Organizational Transactions [Abstract] | |
Schedule of net assets acquired | The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of January 2, 2018 , as follows (in thousands): Purchase consideration Cash paid to NMHC $ 10,000 Cash paid to escrow agent 252 Total consideration $ 10,252 Identifiable intangible assets acquired and liabilities assumed Customer relationships $ 2,700 Provider network contracts 2,300 Above market lease (100 ) Accrued compensation and employee benefits 474 Goodwill 5,826 Net assets acquired $ 10,252 |
Business acquisition, pro forma information | The pro forma adjustments are based on available information and assumptions that the Company believes are reasonable to reflect the impact of these transactions on the Company’s historical financial information on a pro forma basis (in thousands, except per share data). For the Three Months Ended March 31, 2018 2017 Revenue $ 139,714 $ 127,625 Net income (loss) (14,065 ) (26,852 ) Net income (loss) attributable to non-controlling interests (439 ) (6,065 ) Net income (loss) attributable to Evolent Health, Inc. (13,626 ) (20,787 ) Net income (loss) available to common shareholders Basic $ (0.18 ) $ (0.40 ) Diluted (0.18 ) (0.40 ) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table represents Evolent’s Services segment revenue disaggregated by revenue type for the three months ended March 31, 2018 (in thousands), excluding revenues from our True Health segment and from our downside risk sharing arrangements through our insurance subsidiary, which are accounted for under ASC 944. For the Three Months Ended March 31, 2018 Services Revenue Transformation services $ 6,505 Platform and operations services 108,420 |
Contract with Customer, Asset and Liability | The following table provides information about receivables, contract assets and deferred revenue from contracts with customers (in thousands): As of As of March 31, January 1, 2018 2018 Receivables (1) $ 63,972 $ 47,131 Short-term contract assets 4,092 3,710 Long-term contract assets 1,551 1,791 Short-term deferred revenue 33,328 26,147 Long-term deferred revenue 1,810 493 (1) Excludes pharmacy claims receivable and premiums receivable |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment | The following summarizes our property and equipment (in thousands): As of As of March 31, December 31, 2018 2017 Computer hardware $ 6,473 $ 5,667 Furniture and equipment 3,033 2,448 Internal-use software development costs 59,098 48,557 Leasehold improvements 9,849 8,708 Total property and equipment 78,453 65,380 Accumulated depreciation and amortization (18,023 ) (14,458 ) Total property and equipment, net $ 60,430 $ 50,922 |
Goodwill and Intangible Asset31
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The following tables summarize the changes in the carrying amount of goodwill, by reportable segment, for the periods presented (in thousands): For the Three Months Ended March 31, 2018 Total Services True Health Company Balance as of beginning-of-period (1) $ 628,186 $ — $ 628,186 Goodwill Acquired (2) 1,234 5,826 7,060 Balance as of end-of-period $ 629,420 $ 5,826 $ 635,246 (1) Net of cumulative inception to date impairment of $160.6 million . (2) Represents goodwill acquired as a result of transactions completed during the first quarter of 2018. For the Year Ended December 31, 2017 (1) Balance as of beginning-of-period (2) $ 626,569 Measurement period adjustments (3) 1,617 Balance as of end-of-period $ 628,186 (1) All of the goodwill was allocated to the Services segment as of December 31, 2017, as the True Health segment was not established until the first quarter of 2018. (2) Net of cumulative inception to date impairment of $160.6 million . (3) Represents measurement period adjustments related to Valence Health and Aldera. See “Part II - Item 8. Financial Statements and Supplementary Data - Note 4” in our 2017 Form 10-K for further information regarding the Valence Health and Aldera transactions. |
Schedule of intangible assets | The following summarizes the estimated useful lives by asset classification: Corporate trade name 20 years Customer relationships 15-25 years Technology 5 years Provider network contracts 5 years Details of our intangible assets (in thousands) are presented below: As of March 31, 2018 Weighted- Average Gross Net Remaining Carrying Accumulated Carrying Useful Life Amount Amortization Value Corporate trade name 17.2 $ 19,000 $ 2,691 $ 16,309 Customer relationships 20.2 208,719 20,677 188,042 Technology 2.9 55,933 20,955 34,978 Below market lease, net 4.7 4,097 2,748 1,349 Provider network contracts 4.8 2,300 115 2,185 Total $ 290,049 $ 47,186 $ 242,863 (1) The increase in the gross carrying amount of the customer relationships intangible is attributable to $2.7 million of acquired customer relationships from the NMHC transaction and $2.5 million related the Vestica Healthcare LLC (“Vestica”) transaction. The Company acquired certain assets from Vestica in March 2016. The transaction included additional consideration of up to $4.0 million , which was being held in escrow and was recorded within “Prepaid expenses and other non-current assets” on our Consolidated Balance Sheets. In February 2018, the Company and Vestica reached an agreement to settle $3.5 million of the $4.0 million in escrow. Based on the terms of the settlement agreement, the Company reclassified the unamortized portion of the additional consideration from “Prepaid expenses and other non-current assets” into “Customer relationships” as of the settlement date. See Note 4 for further information about the NMHC transaction and see “ Part II - Item 8. Financial Statements and Supplementary Data - Note 4 ” of our 2017 Form 10-K for further information about the Vestica transaction. As of December 31, 2017 Weighted- Average Gross Net Remaining Carrying Accumulated Carrying Useful Life Amount Amortization Value Corporate trade name 17.4 $ 19,000 $ 2,454 $ 16,546 Customer relationships 20.5 203,500 18,312 185,188 Technology 3.1 55,802 17,810 37,992 Below market lease, net 4.8 4,197 2,662 1,535 Total $ 282,499 $ 41,238 $ 241,261 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | The following table summarizes the carrying value of the long-term debt (in thousands): As of As of March 31, December 31, 2018 2017 Carrying value $ 121,623 $ 121,394 Unamortized discount 3,377 3,606 Principal amount $ 125,000 $ 125,000 Remaining amortization period (years) 3.7 3.9 |
Commitments and Contingencies
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of major customers | The following table summarizes those partners who represented at least 10.0% of our revenue for the periods presented: For the Three Months Ended March 31, 2018 2017 Customer A 20.1 % 17.1 % Customer B 10.6 % * Customer C * 11.2 % * Represents less than 10.0% of the respective balance The following table summarizes those partners who represented at least 10.0% of our trade accounts receivable for the periods presented: As of As of March 31, December 31, 2018 2017 Customer B 14.2 % 32.1 % Customer C * 11.8 % Customer D * 16.5 % * Represents less than 10.0% of the respective balance |
Earnings (Loss) Per Common Sh34
Earnings (Loss) Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted earnings per share | The following table sets forth the computation of basic and diluted earnings per share available for common stockholders (in thousands, except per share data): For the Three Months Ended March 31, 2018 2017 Net income (loss) $ (14,065 ) $ (23,149 ) Less: Net income (loss) attributable to non-controlling interests (439 ) (5,137 ) Net income (loss) available for common shareholders (1) (2) $ (13,626 ) $ (18,012 ) Weighted-average common shares outstanding (2) (3) 75,375 52,599 Earnings (Loss) per Common Share Basic $ (0.18 ) $ (0.34 ) Diluted (0.18 ) (0.34 ) (1) For periods of net loss, net income (loss) available for common shareholders is the same for both basic and diluted purposes. (2) Each Class B common unit of Evolent Health LLC can be exchanged (together with a corresponding number of shares of our Class B common stock) for one share of our Class A common stock. As holders exchange their Class B common shares for Class A common shares, our interest in Evolent Health LLC will increase. Therefore, shares of our Class B common stock are not considered dilutive shares for the purposes of calculating our diluted earnings (loss) per common share as related adjustment to net income (loss) available for common shareholders would equally offset the additional shares, resulting in the same earnings (loss) per common share. (3) For periods of net loss, shares used in the earnings (loss) per common share calculation represent basic shares as using diluted shares would be anti-dilutive. |
Schedule of antidilutive securities excluded from computation of earnings per share | Anti-dilutive shares (in thousands) excluded from the calculation of weighted-average common shares presented above are presented below: For the Three Months Ended March 31, 2018 2017 Exchangeable Class B common stock 2,141 15,347 Restricted stock units ("RSUs") 627 485 Stock options and performance-based stock options 2,162 2,915 Convertible senior notes 5,201 5,201 Total 10,131 23,948 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation expense | Total compensation expense by award type and line item in our consolidated financial statements were as follows (in thousands): For the Three Months Ended March 31, 2018 2017 Award Type Stock options $ 2,231 $ 4,053 Performance-based stock options 110 110 RSUs 1,454 941 Total $ 3,795 $ 5,104 Line Item Cost of revenue $ 316 $ 349 Selling, general and administrative expenses 3,479 4,755 Total $ 3,795 $ 5,104 |
Stock-based awards granted | Stock-based awards granted were as follows: For the Three Months Ended March 31, 2018 2017 Stock options 961,702 866,849 RSUs 752,848 387,597 |
Non-controlling Interests (Tabl
Non-controlling Interests (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Schedule of changes in non-controlling interests | Changes in non-controlling interests (in thousands) for the periods presented were as follows: For the Three Months Ended March 31, 2018 2017 Non-controlling interests as of beginning-of-period $ 35,427 $ 209,588 Cumulative-effect adjustment from adoption of new accounting principle 594 — Decrease in non-controlling interests as a result of Class B Exchanges (23,805 ) (59,585 ) Reclassification of non-controlling interests (5 ) 1,403 Net income (loss) attributable to non-controlling interests (439 ) (5,137 ) Non-controlling interests as of end-of-period $ 11,772 $ 146,269 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of assets at fair value on recurring basis | The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis (in thousands): As of March 31, 2018 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents (1) $ 60,594 $ — $ — $ 60,594 Restricted cash and restricted investments (1) 18,030 — — 18,030 Total $ 78,624 $ — $ — $ 78,624 Liabilities Contingent consideration (2) — — 8,800 8,800 As of December 31, 2017 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents (1) $ 60,535 $ — $ — $ 60,535 Restricted cash and restricted investments (1) 16,575 — — 16,575 Total $ 77,110 $ — $ — $ 77,110 Liabilities Contingent consideration (2) — — 8,700 8,700 (1) Represents the cash and cash equivalents that were held in a money market fund as of March 31, 2018 , and December 31, 2017 , as presented in the tables above. (2) Represents the contingent earn-out consideration related to the University Health Care, Inc. d/b/a Passport Health Plan (“Passport”) acquisition as described below. |
Summary of liabilities at fair value on recurring basis | The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis (in thousands): As of March 31, 2018 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents (1) $ 60,594 $ — $ — $ 60,594 Restricted cash and restricted investments (1) 18,030 — — 18,030 Total $ 78,624 $ — $ — $ 78,624 Liabilities Contingent consideration (2) — — 8,800 8,800 As of December 31, 2017 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents (1) $ 60,535 $ — $ — $ 60,535 Restricted cash and restricted investments (1) 16,575 — — 16,575 Total $ 77,110 $ — $ — $ 77,110 Liabilities Contingent consideration (2) — — 8,700 8,700 (1) Represents the cash and cash equivalents that were held in a money market fund as of March 31, 2018 , and December 31, 2017 , as presented in the tables above. (2) Represents the contingent earn-out consideration related to the University Health Care, Inc. d/b/a Passport Health Plan (“Passport”) acquisition as described below. |
Changes in contingent consideration measured at fair value | The changes in our contingent consideration, measured at fair value, for which the Company uses Level 3 inputs to determine fair value are as follows (in thousands): For the Three Months Ended March 31, 2018 2017 Balance as of beginning-of-period $ 8,700 $ 8,300 Realized and unrealized (gains) losses, net 100 — Balance as of end-of-period $ 8,800 $ 8,300 |
Valuation techniques and significant unobservable inputs of Level 3 fair value measurements | The following table summarizes the fair value (in thousands), valuation techniques and significant unobservable inputs of our Level 3 fair value measurements as of the periods presented: As of March 31, 2018 Fair Valuation Significant Assumption or Value Technique Unobservable Inputs Input Ranges Contingent consideration (1) $ 8,800 Real options approach Risk-adjusted recurring revenue CAGR 92.5 % (2) Discount rate/time value 2.7% - 4.0% (1) Related to additional Passport earn-out consideration as described above. (2) The risk-adjusted recurring revenue CAGR is calculated over the five -year period 2017-2021. Given that there was no recurring revenue in 2016 and 2017, the calculation of the 2017 and 2018 growth rate is based on a theoretical 2016 and 2017 recurring revenue of $1.0 million , resulting in a higher growth rate. The risk-adjusted recurring revenue CAGR over the period 2019-2021 is 19.2% . As of December 31, 2017 Fair Valuation Significant Assumption or Value Technique Unobservable Inputs Input Ranges Contingent consideration (1) $ 8,700 Real options approach Risk-adjusted recurring revenue CAGR 92.5 % (2) Discount rate/time value 2.7% - 4.0% (1) Related to additional Passport earn-out consideration as described above. (2) The risk-adjusted recurring revenue CAGR is calculated over the five -year period 2017-2021. Given that there was no recurring revenue in 2016 and 2017, the calculation of the 2017 and 2018 growth rate is based on a theoretical 2016 and 2017 recurring revenue of $1.0 million , resulting in a higher growth rate. The risk-adjusted recurring revenue CAGR over the period 2019-2021 is 19.2% . |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Revenues and expenses related to affiliates | The following table presents revenues and expenses attributable to our related parties (in thousands): For the Three Months Ended March 31, 2018 2017 Revenue Transformation services $ 32 $ 198 Platform and operations services 7,291 6,778 Expenses Cost of revenue (exclusive of depreciation and amortization expenses) 3,190 6,344 Selling, general and administrative expenses 99 405 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Reconciliation of revenue from segments to consolidated | The following tables present our segment information (in thousands): Intersegment Services True Health Eliminations Consolidated Revenue Three months ended March 31, 2018 Services: Adjusted Transformation Services $ 10,160 $ — $ — $ 10,160 Adjusted Platform and Operations Services 114,675 — (3,797 ) 110,878 Adjusted Services Revenue 124,835 — (3,797 ) 121,038 True Health: Premiums — 23,585 (194 ) 23,391 Adjusted Revenue 124,835 23,585 (3,991 ) 144,429 ASC 606 transition adjustment (1) (4,498 ) — — (4,498 ) Purchase accounting adjustments (2) (217 ) — — (217 ) Total revenue $ 120,120 $ 23,585 $ (3,991 ) $ 139,714 Three months ended March 31, 2017 Services: Adjusted Transformation Services $ 10,235 $ — $ — $ 10,235 Adjusted Platform and Operations Services 96,534 — — 96,534 Adjusted Services Revenue 106,769 — — 106,769 Adjusted Revenue 106,769 — — 106,769 Purchase accounting adjustments (2) (531 ) — — (531 ) Total revenue $ 106,238 $ — $ — $ 106,238 Segments Services True Health Total Three months ended March 31, 2018 Adjusted EBITDA $ 6,966 $ 947 $ 7,913 Three Months Ended March 31, 2017 Adjusted EBITDA $ (4,774 ) $ — $ (4,774 ) (1) Adjustment to Adjusted Transformation Services Revenue was approximately $3.7 million and the adjustment to Adjusted Platform and Operations Services Revenue was approximately $0.8 million . (2) Purchase accounting adjustments pertain to Services revenue. There were no purchase accounting adjustments noted in relation to True Health premiums revenue. |
Reconciliation of Adjusted EBITDA to net income (loss) | The following table presents our reconciliation of segments total Adjusted EBITDA to net income (loss) attributable to Evolent Health, Inc.: (in thousands) For the Three For the Three Months Ended Months Ended March 31, March 31, 2018 2017 Net Income (Loss) Attributable to Evolent Health, Inc. $ (13,626 ) $ (18,012 ) Less: Interest income 1,072 185 Interest expense (853 ) (954 ) (Provision) benefit for income taxes (3 ) (405 ) Depreciation and amortization expenses (9,496 ) (6,615 ) Income (loss) from equity affiliates (131 ) (522 ) Loss on change in fair value of contingent consideration (100 ) — Other income (expense), net (18 ) 2 Net (income) loss attributable to non-controlling interests 439 5,137 ASC 606 transition adjustments (4,498 ) — Purchase accounting adjustments (217 ) (531 ) Stock-based compensation expense (3,795 ) (5,104 ) Severance costs (1,594 ) — Amortization of contract cost assets (561 ) — Transaction costs (1,784 ) (4,431 ) Adjusted EBITDA $ 7,913 $ (4,774 ) |
True Health Claims Reserves (Ta
True Health Claims Reserves (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Insurance [Abstract] | |
Activity in claims reserves | Activity in claims reserves was as follows: (in thousands) Three Months Ended March 31, 2018 Incurred costs related to current period $ 16,749 Paid costs related to current period 10,050 Ending balance, net 6,699 Add: Reinsurance and other amounts recoverable — Ending balance $ 6,699 |
Supplemental Cash Flow Inform41
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental cash flow information | Supplemental Cash Flow Information The following represents supplemental cash flow information (in thousands): Supplemental Disclosure of Non-cash Investing and Financing Activities Accrued property and equipment purchases $ 3,183 $ 83 Increase to goodwill from measurement period adjustments related to business combinations — 635 Decrease in accrued financing costs related to 2021 Notes — 196 Consideration for asset acquisitions or business combinations 500 — Settlement of Vestica Healthcare LLC escrow 2,519 — Effects of the March 2018 Private Sale and March 2017 Secondary Offering Decrease in non-controlling interests as a result of Class B Exchanges 23,805 59,585 Decrease in deferred tax liability as a result of securities offerings 908 2,796 |
Organization (Details)
Organization (Details) $ in Thousands | 3 Months Ended | |||||||||
Mar. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Aug. 31, 2017 | Jul. 31, 2017 | Jun. 30, 2017 | May 31, 2017 | Apr. 30, 2017 | Mar. 31, 2017USD ($) | Feb. 28, 2017 | Jun. 05, 2015 | |
Organization [Line Items] | ||||||||||
Number of operating segments | segment | 2 | |||||||||
Cash and cash equivalents | $ | $ 200,316 | $ 238,433 | $ 104,295 | |||||||
Evolent Health LLC | Pre-Organization Members | ||||||||||
Organization [Line Items] | ||||||||||
Evolent Health LLC ownership interest | 100.00% | |||||||||
Evolent Health LLC | ||||||||||
Organization [Line Items] | ||||||||||
Parent's ownership percentage | 98.90% | 96.60% | 96.60% | 96.10% | 96.10% | 90.50% | 84.90% | 83.90% | 77.40% | 70.30% |
Basis of Presentation, Summar43
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principle (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Mar. 31, 2017USD ($) | |
Accounting Policies [Abstract] | |||
Number of operating segments | segment | 2 | ||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Total restricted cash and restricted investments | $ 36,757 | $ 65,685 | $ 31,915 |
Current restricted investments | 0 | 8,150 | |
Current restricted cash | 33,364 | 54,248 | |
Total current restricted cash and restricted investments | 33,364 | 62,398 | |
Non-current restricted investments | 711 | 605 | |
Non-current restricted cash | 2,682 | 2,682 | |
Total non-current restricted cash and restricted investments | 3,393 | 3,287 | |
Cash and cash equivalents | 200,316 | 238,433 | 104,295 |
Restricted investments included in restricted cash and restricted investments | (711) | $ (4,950) | |
Cash and cash equivalents and restricted cash as of end-of-period | 236,362 | ||
Letters of credit for facility leases | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Total restricted cash and restricted investments | 3,812 | 3,812 | |
Collateral with financial institutions | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Total restricted cash and restricted investments | 18,030 | 24,725 | |
Pharmacy benefit management and claims processing services | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Total restricted cash and restricted investments | 4,018 | 26,286 | |
Collateral for reinsurance agreement | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Total restricted cash and restricted investments | 10,000 | 10,000 | |
Other | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Total restricted cash and restricted investments | $ 897 | 862 | |
Collateral With Financial Institutions, Money Market Fund | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Total restricted cash and restricted investments | $ 16,600 |
Basis of Presentation, Summar44
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principle - Notes Receivable (Details) | Oct. 25, 2017USD ($)installment | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable | $ 16,000,000 | $ 20,000,000 | |
Loans Payable | Implementation Fund Loan | Current Customer | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Face amount | $ 20,000,000 | ||
Interest rate | 2.50% | ||
Number of equal principal and interest installments | installment | 10 | ||
Amount of equal principal and interest installments | $ 2,000,000 | ||
Accrued interest | $ 100,000 | $ 100,000 |
Basis of Presentation, Summar45
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principle - Intangible Assets, Net (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Corporate trade name | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 20 years |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 15 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 25 years |
Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 5 years |
Provider network contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 5 years |
Basis of Presentation, Summar46
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principle - Change in Accounting Principle (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | ||
Revenue | |||||
Transformation services | [1] | $ 6,505 | $ 10,235 | ||
Platform and operations services | [1] | 109,818 | 96,003 | ||
Expenses | |||||
Cost of revenue (exclusive of depreciation and amortization expenses) | [1] | 71,975 | 67,528 | ||
Selling, general and administrative expenses | [1] | 55,526 | 53,550 | ||
Income (loss) before income taxes and non-controlling interests | (14,062) | (22,744) | |||
ASSETS | |||||
Accounts receivable, net (amounts related to affiliates: 2018 - $7,267; 2017 - $3,358) | 66,138 | $ 48,947 | |||
Contract assets (current) | 4,092 | $ 3,710 | 0 | ||
Contract assets (noncurrent) | 1,551 | 1,791 | 0 | ||
Contract cost assets | 9,982 | 0 | |||
Liabilities | |||||
Deferred revenue | 33,328 | $ 26,147 | 24,807 | ||
Other long-term liabilities | 11,368 | 9,861 | |||
Shareholders' Equity (Deficit) | |||||
Retained earnings (accumulated deficit) | 89,041 | 85,952 | |||
Non-controlling interests | 11,772 | $ 35,427 | |||
Balances without adoption of ASC 606 | |||||
Revenue | |||||
Transformation services | 5,787 | 10,235 | |||
Platform and operations services | 109,974 | $ 96,534 | |||
Expenses | |||||
Cost of revenue (exclusive of depreciation and amortization expenses) | 72,281 | ||||
Selling, general and administrative expenses | 55,516 | ||||
Income (loss) before income taxes and non-controlling interests | (14,920) | ||||
ASSETS | |||||
Accounts receivable, net (amounts related to affiliates: 2018 - $7,267; 2017 - $3,358) | 64,478 | ||||
Contract assets (current) | 0 | ||||
Contract assets (noncurrent) | 0 | ||||
Contract cost assets | 0 | ||||
Liabilities | |||||
Deferred revenue | 34,381 | ||||
Other long-term liabilities | 11,196 | ||||
Shareholders' Equity (Deficit) | |||||
Retained earnings (accumulated deficit) | 71,498 | ||||
Non-controlling interests | 11,149 | ||||
Impact of adoption Higher/(Lower) | Accounting Standards Update 2014-09 | |||||
Revenue | |||||
Transformation services | 718 | ||||
Platform and operations services | (156) | ||||
Expenses | |||||
Cost of revenue (exclusive of depreciation and amortization expenses) | (306) | ||||
Selling, general and administrative expenses | 10 | ||||
Income (loss) before income taxes and non-controlling interests | 858 | ||||
ASSETS | |||||
Accounts receivable, net (amounts related to affiliates: 2018 - $7,267; 2017 - $3,358) | 1,660 | ||||
Contract assets (current) | 4,092 | ||||
Contract assets (noncurrent) | 1,551 | ||||
Contract cost assets | 9,982 | ||||
Liabilities | |||||
Deferred revenue | (1,053) | ||||
Other long-term liabilities | 172 | ||||
Shareholders' Equity (Deficit) | |||||
Retained earnings (accumulated deficit) | 17,543 | ||||
Non-controlling interests | $ 623 | ||||
[1] | See Note 16 for amounts related to affiliates included in these line items. |
Basis of Presentation, Summar47
Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principle - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows from Financing Activities | ||
Change in restricted cash held on behalf of partners for claims processing | $ (22,268) | $ (8,501) |
Net cash and restricted cash provided by (used in) financing activities | (21,607) | (8,626) |
Net increase (decrease) in cash and cash equivalents and restricted cash | (59,001) | (38,769) |
Cash and cash equivalents and restricted cash as of beginning-of-period | 295,363 | 170,029 |
Cash and cash equivalents and restricted cash as of end-of-period | $ 236,362 | 131,260 |
Accounting Standards Update 2016-18 | ||
Cash Flows from Financing Activities | ||
Change in restricted cash held on behalf of partners for claims processing | (8,501) | |
Net cash and restricted cash provided by (used in) financing activities | (8,626) | |
Net increase (decrease) in cash and cash equivalents and restricted cash | (38,769) | |
Cash and cash equivalents and restricted cash as of beginning-of-period | 170,029 | |
Cash and cash equivalents and restricted cash as of end-of-period | 131,260 | |
Accounting Standards Update 2016-18 | As Reported | ||
Cash Flows from Financing Activities | ||
Change in restricted cash held on behalf of partners for claims processing | 0 | |
Net cash and restricted cash provided by (used in) financing activities | (125) | |
Net increase (decrease) in cash and cash equivalents and restricted cash | (30,268) | |
Cash and cash equivalents and restricted cash as of beginning-of-period | 134,563 | |
Cash and cash equivalents and restricted cash as of end-of-period | 104,295 | |
Accounting Standards Update 2016-18 | Adjustments | ||
Cash Flows from Financing Activities | ||
Change in restricted cash held on behalf of partners for claims processing | (8,501) | |
Net cash and restricted cash provided by (used in) financing activities | (8,501) | |
Net increase (decrease) in cash and cash equivalents and restricted cash | (8,501) | |
Cash and cash equivalents and restricted cash as of beginning-of-period | 35,466 | |
Cash and cash equivalents and restricted cash as of end-of-period | $ 26,965 |
Recently Issued Accounting St48
Recently Issued Accounting Standards (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Accounting Standards Update 2014-09 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative effect on retained earnings | $ 17.3 |
Transactions - New Mexico Healt
Transactions - New Mexico Health Connections (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Purchase consideration: | |||||
Cash paid to NMHC | $ 11,676 | $ 0 | |||
Identifiable intangible assets acquired and liabilities assumed | |||||
Goodwill | $ 635,246 | $ 628,186 | $ 626,569 | ||
New Mexico Health Connections | |||||
Business Acquisition [Line Items] | |||||
Transaction costs | $ 1,200 | ||||
Purchase consideration: | |||||
Cash paid to NMHC | $ 10,000 | ||||
Cash paid to escrow agent | 252 | ||||
Total consideration | 10,252 | ||||
Identifiable intangible assets acquired and liabilities assumed | |||||
Accrued compensation and employee benefits | 474 | ||||
Goodwill | 5,826 | ||||
Net assets acquired | 10,252 | ||||
Customer relationships | New Mexico Health Connections | |||||
Identifiable intangible assets acquired and liabilities assumed | |||||
Identifiable intangible assets acquired and liabilities assumed | $ 2,700 | ||||
Useful life | 15 years | ||||
Provider network contracts | |||||
Identifiable intangible assets acquired and liabilities assumed | |||||
Useful life | 5 years | ||||
Provider network contracts | New Mexico Health Connections | |||||
Identifiable intangible assets acquired and liabilities assumed | |||||
Identifiable intangible assets acquired and liabilities assumed | $ 2,300 | ||||
Useful life | 5 years | ||||
Above market lease | New Mexico Health Connections | |||||
Identifiable intangible assets acquired and liabilities assumed | |||||
Identifiable intangible assets acquired and liabilities assumed | $ (100) |
Transactions - Pro Forma Inform
Transactions - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Organizational Transactions [Abstract] | ||
Revenue | $ 139,714 | $ 127,625 |
Net income (loss) | (14,065) | (26,852) |
Net income (loss) attributable to noncontrolling interest | (439) | (6,065) |
Net income (loss) attributable to Evolent Health, Inc. | $ (13,626) | $ (20,787) |
Net income (loss) available to common shareholders, Basic (in dollars per share) | $ (0.18) | $ (0.40) |
Net income (loss) available to common shareholders, Diluted (in dollars per share) | $ (0.18) | $ (0.40) |
Transactions - Secondary Offeri
Transactions - Secondary Offerings and Sales (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018 | Aug. 31, 2017 | Jun. 30, 2017 | May 31, 2017 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Feb. 28, 2017 | Jun. 05, 2015 | |
Business Acquisition [Line Items] | ||||||||||||
Payments of stock issuance costs | $ 0.3 | |||||||||||
Evolent Health LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Parent's ownership percentage | 98.90% | 96.60% | 96.10% | 90.50% | 83.90% | 98.90% | 83.90% | 96.60% | 96.10% | 84.90% | 77.40% | 70.30% |
Evolent Health LLC | Over-Allotment Option | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Parent's ownership percentage | 84.90% | 84.90% | 83.90% | |||||||||
Class A | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 20,100 | |||||||||||
Proceeds from issuance of common stock, net of payments of stock issuance costs | $ 166.9 | |||||||||||
Proceeds from issuance of common stock | $ 175 | |||||||||||
Class A | Evolent Health, Selling Stockholders | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 7,400 | |||||||||||
Class A | Investor Stockholders | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 12,600 | |||||||||||
Class A | Management Selling Stockholders | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 100 | |||||||||||
Class A | Common Stock | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 3,000 | 8,800 | 4,500 | 7,000 | 7,500 | 8,816 | ||||||
Share price (in usd per share) | $ 19.85 | $ 25.87 | $ 24.30 | $ 19.53 | $ 19.53 | |||||||
Payments of stock issuance costs | $ 8.1 | |||||||||||
Class A | Common Stock | Over-Allotment Option | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 1,100 | |||||||||||
Share price (in usd per share) | $ 19.53 | $ 19.53 | ||||||||||
Class A | Common Stock | Evolent Health, Selling Stockholders | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 1,200 | 700 | 3,100 | 3,100 | ||||||||
Class A | Common Stock | Evolent Health, Selling Stockholders | Over-Allotment Option | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 500 | |||||||||||
Class A | Common Stock | Underwriters | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Share price (in usd per share) | $ 19.01 | |||||||||||
Class A | Common Stock | Investor Stockholders | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 1,800 | 3,800 | 3,800 | 4,400 | ||||||||
Class A | Common Stock | Investor Stockholders | Over-Allotment Option | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 600 | |||||||||||
Class A | Common Stock | Management Selling Stockholders | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 100 |
Transactions - Accordion Health
Transactions - Accordion Health, Inc. (Details) - Accordion $ in Millions | Jun. 08, 2017USD ($) |
Business Acquisition [Line Items] | |
Accordion purchase agreement, amount | $ 3.2 |
Accordion purchase agreement, contingent earn-out | 0.8 |
Accordion purchase agreement, deferred tax liabilities | 2 |
Technology Assets | |
Business Acquisition [Line Items] | |
Accordion purchase agreement, intangible assets acquired | 3.3 |
Accordion purchase agreement, capitalized transaction costs | $ 0.1 |
Intangible asset, useful life | 5 years |
Accordion purchase agreement, increase in intangible asset | $ 2 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Transformation services | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | $ 6,505 |
Platform and operations services | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | $ 108,420 |
Revenue Recognition - Transacti
Revenue Recognition - Transaction Price Allocated to the Remaining Performance Obligations (Details) $ in Millions | Mar. 31, 2018USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation | $ 132.7 |
Revenue, remaining performance obligation, percent to be recognized in current fiscal year | 31.00% |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | |||
Receivables | $ 63,972 | $ 47,131 | |
Short-term contract assets | 4,092 | 3,710 | $ 0 |
Long-term contract assets | 1,551 | 1,791 | 0 |
Short-term deferred revenue | 33,328 | 26,147 | $ 24,807 |
Long-term deferred revenue | 1,810 | $ 493 | |
Deferred revenue increase | 8,500 | ||
Deferred revenue, revenue recognized | $ 8,800 |
Revenue Recognition - Contrac56
Revenue Recognition - Contract Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Capitalized Contract Cost [Line Items] | |||
Contract cost assets | $ 9,982 | $ 0 | |
Contract cost amortization | $ 570 | $ 0 | |
Capitalized contract cost, amortization period | 5 years | ||
Bonuses And Commissions | |||
Capitalized Contract Cost [Line Items] | |||
Contract cost assets | $ 800 | ||
Contract cost amortization | 100 | ||
Contract Fulfillment Costs | |||
Capitalized Contract Cost [Line Items] | |||
Contract cost assets | 9,200 | ||
Contract cost amortization | $ 500 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 78,453 | $ 65,380 | |
Accumulated depreciation and amortization | (18,023) | (14,458) | |
Total property and equipment, net | 60,430 | 50,922 | |
Depreciation expense | 3,600 | $ 1,800 | |
Capitalized computer software, amortization | 2,500 | 700 | |
Increase in net loss | 14,065 | 23,149 | 69,767 |
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 6,473 | 5,667 | |
Furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 3,033 | 2,448 | |
Internal-use software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 59,098 | 48,557 | |
Total property and equipment, net | 50,100 | 42,100 | |
Capitalized computer software additions | 10,500 | $ 5,800 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 9,849 | $ 8,708 |
Goodwill and Intangible Asset58
Goodwill and Intangible Assets, Net - Goodwill (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018USD ($)reporting_unit | Dec. 31, 2017USD ($) | |
Goodwill [Line Items] | ||
Number of reporting units | reporting_unit | 2 | |
Goodwill [Roll Forward] | ||
Balance as of beginning-of-period | $ 628,186 | $ 626,569 |
Goodwill Acquired | 7,060 | |
Measurement period adjustment, goodwill | 1,617 | |
Balance as of end-of-period | 635,246 | 628,186 |
Accumulated impairment | 160,600 | |
Services | ||
Goodwill [Roll Forward] | ||
Balance as of beginning-of-period | 628,186 | |
Goodwill Acquired | 1,234 | |
Balance as of end-of-period | 629,420 | 628,186 |
True Health | ||
Goodwill [Roll Forward] | ||
Balance as of beginning-of-period | 0 | |
Goodwill Acquired | 5,826 | |
Balance as of end-of-period | $ 5,826 | $ 0 |
Goodwill and Intangible Asset59
Goodwill and Intangible Assets, Net - Intangible Assets, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Jan. 02, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 290,049 | $ 282,499 | |||
Accumulated Amortization | 47,186 | 41,238 | |||
Net Carrying Value | 242,863 | $ 241,261 | |||
Amortization of intangible assets | $ 5,900 | $ 4,800 | |||
Vestica | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Contingent consideration settled | $ 3,500 | ||||
Corporate trade name | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted-Average Remaining Useful Life | 17 years 2 months 19 days | 17 years 4 months 26 days | |||
Gross Carrying Amount | $ 19,000 | $ 19,000 | |||
Accumulated Amortization | 2,691 | 2,454 | |||
Net Carrying Value | $ 16,309 | $ 16,546 | |||
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted-Average Remaining Useful Life | 20 years 2 months 19 days | 20 years 6 months | |||
Gross Carrying Amount | $ 208,719 | $ 203,500 | |||
Accumulated Amortization | 20,677 | 18,312 | |||
Net Carrying Value | $ 188,042 | $ 185,188 | |||
Customer relationships | New Mexico Health Connections | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 2,700 | ||||
Customer relationships | Vestica | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | 2,500 | ||||
Contingent consideration, asset, held in escrow | 4,000 | ||||
Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted-Average Remaining Useful Life | 2 years 11 months 5 days | 3 years 1 month 12 days | |||
Gross Carrying Amount | $ 55,933 | $ 55,802 | |||
Accumulated Amortization | 20,955 | 17,810 | |||
Net Carrying Value | $ 34,978 | $ 37,992 | |||
Below market lease, net | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted-Average Remaining Useful Life | 4 years 8 months 18 days | 4 years 9 months 25 days | |||
Gross Carrying Amount | $ 4,097 | $ 4,197 | |||
Accumulated Amortization | 2,748 | 2,662 | |||
Net Carrying Value | $ 1,349 | $ 1,535 | |||
Provider network contracts | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted-Average Remaining Useful Life | 4 years 9 months 25 days | ||||
Gross Carrying Amount | $ 2,300 | ||||
Accumulated Amortization | 115 | ||||
Net Carrying Value | $ 2,185 | ||||
Provider network contracts | New Mexico Health Connections | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 2,300 |
Long-term Debt (Details)
Long-term Debt (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2016USD ($)shares$ / shares | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | ||||
Amortization of deferred financing costs | $ 229,000 | $ 229,000 | ||
Senior Notes | Convertible Senior Notes due 2021 | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 125,000,000 | 125,000,000 | $ 125,000,000 | |
Interest rate | 2.00% | |||
Proceeds from issuance of debt | $ 120,400,000 | |||
Debt issuance costs | $ 4,600,000 | |||
Repurchase price due to fundamental change as percentage of principal amount | 100.00% | |||
Interest expense | 600,000 | 600,000 | ||
Amortization of deferred financing costs | 200,000 | $ 200,000 | ||
Debt conversion denominator shares per principal amount | $ 1,000 | |||
Convertible debt carrying value | $ 121,623,000 | 121,394,000 | ||
Senior Notes | Convertible Senior Notes due 2021 | Level 2 | ||||
Debt Instrument [Line Items] | ||||
Fair value | $ 120,400,000 | |||
Senior Notes | Convertible Senior Notes due 2021 | Class A | Common Stock | ||||
Debt Instrument [Line Items] | ||||
Initial conversion rate per $1000 principal amount | 0.0416082 | |||
Conversion price (in dollars per share) | $ / shares | $ 24.03 | |||
Initial conversion amount (in shares) | shares | 5.2 |
Long-term Debt - Convertible Se
Long-term Debt - Convertible Senior Notes Carrying Value and Interest Expense (Details) - Senior Notes - Convertible Senior Notes due 2021 - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Apr. 03, 2018 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||||
Carrying value | $ 121,623,000 | $ 121,394,000 | ||
Unamortized discount | 3,377,000 | 3,606,000 | ||
Principal amount | $ 125,000,000 | $ 125,000,000 | $ 125,000,000 | |
Remaining amortization period | 3 years 8 months 20 days | 3 years 10 months 25 days | ||
Level 2 | ||||
Debt Instrument [Line Items] | ||||
Fair value | $ 120,400,000 | |||
Subsequent Event | Level 2 | ||||
Debt Instrument [Line Items] | ||||
Fair value | $ 124,400,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) shares in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2018USD ($)shares | Aug. 31, 2017USD ($)shares | Jun. 30, 2017shares | May 31, 2017shares | Mar. 31, 2017USD ($)shares | Oct. 31, 2016customer | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)shares | |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||||
Number of customers provided risk adjustment services | customer | 1 | |||||||||
Tax receivables agreement, percent of tax savings to be paid | 85.00% | 85.00% | ||||||||
Rent expense | $ 3,300,000 | $ 2,600,000 | ||||||||
Restricted funds | $ 36,757,000 | $ 31,915,000 | 36,757,000 | 65,685,000 | $ 31,915,000 | $ 65,685,000 | ||||
Payments of stock issuance costs | 300,000 | |||||||||
Class A | ||||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||||
Issuance of common stock (in shares) | shares | 20,100 | |||||||||
Common Stock | Class A | ||||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||||
Issuance of common stock (in shares) | shares | 3,000 | 8,800 | 4,500 | 7,000 | 7,500 | 8,816 | ||||
Payments of stock issuance costs | $ 8,100,000 | |||||||||
Letters of credit for facility leases | ||||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||||
Restricted funds | $ 3,812,000 | 3,812,000 | 3,812,000 | $ 3,812,000 | ||||||
Collateral with financial institutions | ||||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||||
Restricted funds | 18,030,000 | 18,030,000 | 24,725,000 | 24,725,000 | ||||||
Collateral for reinsurance agreement | ||||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||||
Restricted funds | 10,000,000 | 10,000,000 | $ 10,000,000 | $ 10,000,000 | ||||||
Minimum | ||||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||||
Letters of credit outstanding, minimum | $ 3,800,000 | $ 3,800,000 | ||||||||
Line of Credit | Letter of Credit | ||||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||||
Line of credit, maximum borrowing capacity | $ 5,000,000 | $ 5,000,000 | ||||||||
Line of credit, quarterly rental fee percentage | 0.80% | |||||||||
New Mexico Health Connections | ||||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||||
Reinsurance arrangement, term | 15 months | |||||||||
Reinsurance arrangement, capital amount | $ 10,000,000 | |||||||||
Reinsurance arrangement, quarterly fee | $ 200,000 |
Commitments and Contingencies63
Commitments and Contingencies - Concentration Risk (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Concentration Risk [Line Items] | |||
Percentage of cash and cash equivalents held with FDIC participating banks | 66.30% | ||
Cash and cash equivalents (including restricted cash) | $ 236.4 | ||
Percentage of cash and cash equivalents held in money market funds | 33.30% | ||
Percentage of cash held in international banks (less than) | 1.00% | ||
Customer B | Customer Concentration Risk | Accounts Receivable | Customer Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 14.20% | 32.10% | |
Customer B | Customer Concentration Risk | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 10.60% | ||
Customer C | Customer Concentration Risk | Accounts Receivable | Customer Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 11.80% | ||
Customer C | Customer Concentration Risk | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 11.20% | ||
Customer D | Customer Concentration Risk | Accounts Receivable | Customer Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 16.50% | ||
Customer A | Customer Concentration Risk | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 20.10% | 17.10% |
Earnings (Loss) Per Common Sh64
Earnings (Loss) Per Common Share - Computation of Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||
Net income (loss) | $ (14,065) | $ (23,149) | $ (69,767) |
Less: | |||
Net income (loss) attributable to non-controlling interests | (439) | (5,137) | |
Net income (loss) available for common shareholders | $ (13,626) | $ (18,012) | |
Weighted-average common shares outstanding (in shares) | 75,375,000 | 52,599,000 | |
Earnings (Loss) per Common Share | |||
Basic (in dollars per share) | $ (0.18) | $ (0.34) | |
Diluted (in dollars per share) | $ (0.18) | $ (0.34) | |
Class B | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Convertible preferred stock, shares issued upon conversion (in shares) | 1 |
Earnings (Loss) Per Common Sh65
Earnings (Loss) Per Common Share - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of antidilutive securities excluded from the calculation of earning per share (in shares) | 10,131 | 23,948 |
Exchangeable Class B common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of antidilutive securities excluded from the calculation of earning per share (in shares) | 2,141 | 15,347 |
Restricted stock units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of antidilutive securities excluded from the calculation of earning per share (in shares) | 627 | 485 |
Stock options and performance-based stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of antidilutive securities excluded from the calculation of earning per share (in shares) | 2,162 | 2,915 |
Convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of antidilutive securities excluded from the calculation of earning per share (in shares) | 5,201 | 5,201 |
Stock-based Compensation - Comp
Stock-based Compensation - Compensation Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | $ 3,795,000 | $ 5,104,000 |
Share-based compensation expense capitalized as software development costs | 0 | 0 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | 316,000 | 349,000 |
Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | 3,479,000 | 4,755,000 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | 2,231,000 | 4,053,000 |
Performance-based stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | 110,000 | 110,000 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | $ 1,454,000 | $ 941,000 |
Stock-based Compensation - Awar
Stock-based Compensation - Awards Granted (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based awards granted (in shares) | 961,702 | 866,849 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based awards granted (in shares) | 752,848 | 387,597 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | |||
Income tax expense | $ 3 | $ 405 | |
Effective tax rate (less than for 2018) | (0.10%) | (1.80%) | |
Unrecognized tax benefits | $ 800 | ||
Tax receivables agreement, percent of tax savings to be paid | 85.00% | ||
Evolent Health LLC | Additional Paid-in Capital | |||
Income Tax Contingency [Line Items] | |||
Decrease in deferred tax liabilities | $ 900 | $ 2,800 |
Investments In and Advances t69
Investments In and Advances to Equity Method Investees (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||
Loss from affiliates | $ 131 | $ 500 | $ 522 |
Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Economic interest percentage | 4.00% | 26.00% | |
Equity method investment, ownership percentage | 4.00% | 27.00% | |
Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Economic interest percentage | 40.00% | 40.00% | |
Equity method investment, ownership percentage | 40.00% | 40.00% | |
Equity Method Investee | Services Agreements | |||
Schedule of Equity Method Investments [Line Items] | |||
Revenue related to long-term services agreement (less than in 2018) | $ 100 | $ 200 |
Non-controlling Interests (Deta
Non-controlling Interests (Details) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018 | Aug. 31, 2017 | Jun. 30, 2017 | May 31, 2017 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Feb. 28, 2017 | Jun. 05, 2015 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||
Non-controlling interests as of beginning-of-period | $ 35,427 | |||||||||||
Reclassification of non-controlling interests | $ 0 | |||||||||||
Net income (loss) attributable to non-controlling interests | (439) | $ (5,137) | ||||||||||
Non-controlling interests as of end-of-period | $ 11,772 | $ 11,772 | $ 35,427 | |||||||||
Evolent Health LLC | ||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||
Parent's ownership percentage | 98.90% | 96.60% | 96.10% | 90.50% | 83.90% | 98.90% | 83.90% | 96.60% | 96.10% | 84.90% | 77.40% | 70.30% |
Class A | ||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 20,100 | |||||||||||
Class A | Investor Stockholders | ||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 12,600 | |||||||||||
Class A | Management Selling Stockholders | ||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 100 | |||||||||||
Class A | Evolent Health, Selling Stockholders | ||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 7,400 | |||||||||||
Common Stock | Class A | ||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 3,000 | 8,800 | 4,500 | 7,000 | 7,500 | 8,816 | ||||||
Common Stock | Class A | Investor Stockholders | ||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 1,800 | 3,800 | 3,800 | 4,400 | ||||||||
Common Stock | Class A | Management Selling Stockholders | ||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 100 | |||||||||||
Common Stock | Class A | Evolent Health, Selling Stockholders | ||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 1,200 | 700 | 3,100 | 3,100 | ||||||||
Non-controlling Interests | ||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||
Non-controlling interests as of beginning-of-period | $ 35,427 | $ 209,588 | $ 209,588 | |||||||||
Cumulative-effect adjustment from adoption of new accounting principle | 594 | 0 | ||||||||||
Decrease in non-controlling interests as a result of Class B Exchanges | (23,805) | (59,585) | ||||||||||
Reclassification of non-controlling interests | (5) | 1,403 | 3,824 | |||||||||
Net income (loss) attributable to non-controlling interests | (5,137) | |||||||||||
Non-controlling interests as of end-of-period | $ 11,772 | $ 146,269 | $ 11,772 | $ 146,269 | $ 35,427 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets and Liabilities on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Cash and cash equivalents | $ 60,594 | $ 60,535 |
Restricted cash and restricted investments | 18,030 | 16,575 |
Total | 78,624 | 77,110 |
Liabilities | ||
Contingent consideration | 8,800 | 8,700 |
Level 1 | ||
Assets | ||
Cash and cash equivalents | 60,594 | 60,535 |
Restricted cash and restricted investments | 18,030 | 16,575 |
Total | 78,624 | 77,110 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Level 2 | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash and restricted investments | 0 | 0 |
Total | 0 | 0 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Level 3 | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash and restricted investments | 0 | 0 |
Total | 0 | 0 |
Liabilities | ||
Contingent consideration | $ 8,800 | $ 8,700 |
Fair Value Measurement - Change
Fair Value Measurement - Changes in Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance as of beginning of period | $ 8,700 | $ 8,300 |
Realized and unrealized (gains) losses, net | 100 | 0 |
Balance as of end of period | $ 8,800 | $ 8,300 |
Fair Value Measurement - Valuat
Fair Value Measurement - Valuation Techniques and Significant Unobservable Inputs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Contingent consideration, Fair Value | $ 8,800 | $ 8,700 | $ 8,300 | $ 8,300 |
Risk-adjusted recurring revenue compound annual growth rate, period | 5 years | 5 years | ||
Theoretical recurring revenue | $ 1,000 | $ 1,000 | ||
Contingent consideration | Real options approach | Level 3 | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Contingent consideration, Fair Value | $ 8,800 | $ 8,700 | ||
Risk-adjusted recurring revenue CAGR | 92.50% | 92.50% | ||
Contingent consideration | Real options approach | Level 3 | Minimum | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Discount rate/time value | 2.70% | 2.70% | ||
Contingent consideration | Real options approach | Level 3 | Maximum | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Discount rate/time value | 4.00% | 4.00% | ||
Contingent consideration | Real options approach 2018-2021 | Level 3 | Minimum | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Risk-adjusted recurring revenue CAGR | 19.20% | 19.20% |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Equity Method Investee | Services Agreements | ||
Related Party Transaction [Line Items] | ||
Revenue related to long-term services agreement (less than in 2018) | $ 0.1 | $ 0.2 |
Related Parties Related Parties
Related Parties Related Parties - Revenues and Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Revenues [Abstract] | |||
Transformation services | [1] | $ 6,505 | $ 10,235 |
Platform and operations services | [1] | 109,818 | 96,003 |
Expenses | |||
Cost of revenue (exclusive of depreciation and amortization expenses) | [1] | 71,975 | 67,528 |
Selling, general and administrative expenses | [1] | 55,526 | 53,550 |
Affiliates | |||
Revenues [Abstract] | |||
Transformation services | 32 | 198 | |
Platform and operations services | 7,291 | 6,778 | |
Expenses | |||
Cost of revenue (exclusive of depreciation and amortization expenses) | 3,190 | 6,344 | |
Selling, general and administrative expenses | $ 99 | $ 405 | |
[1] | See Note 16 for amounts related to affiliates included in these line items. |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018USD ($)segment | Mar. 31, 2017USD ($) | Jan. 01, 2018USD ($) | ||
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 2 | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Adjusted Transformation Services | $ 10,160 | |||
Adjusted Platform and Operations Services | 110,878 | |||
Adjusted Services Revenue | 121,038 | |||
Adjusted Transformation Services | [1] | 6,505 | $ 10,235 | |
Adjusted Platform and Operations Services | [1] | 109,818 | 96,003 | |
Total revenue | 139,714 | 106,238 | ||
Adjusted EBITDA | 7,913 | (4,774) | ||
Accounting Standards Update 2014-09 | Retained Earnings (Accumulated Deficit) | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Cumulative effect of new accounting principle in period of adoption | $ 4,500 | |||
Balances without adoption of ASC 606 | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Adjusted Transformation Services | 5,787 | 10,235 | ||
Adjusted Platform and Operations Services | 109,974 | 96,534 | ||
Adjusted Services Revenue | 106,769 | |||
Total revenue | 144,429 | 106,769 | ||
Balances without adoption of ASC 606 | Premiums | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue | 23,391 | |||
Adjustments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue | (217) | (531) | ||
Adjustments | Accounting Standards Update 2014-09 | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue from contract with customer | 4,500 | |||
Adjusted Transformation Services | 718 | |||
Adjusted Platform and Operations Services | (156) | |||
Total revenue | (4,498) | |||
Operating segments | Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Adjusted Transformation Services | 10,160 | |||
Adjusted Platform and Operations Services | 114,675 | |||
Adjusted Services Revenue | 124,835 | |||
Total revenue | 120,120 | 106,238 | ||
Adjusted EBITDA | 6,966 | (4,774) | ||
Operating segments | Services | Balances without adoption of ASC 606 | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Adjusted Transformation Services | 10,235 | |||
Adjusted Platform and Operations Services | 96,534 | |||
Adjusted Services Revenue | 106,769 | |||
Total revenue | 124,835 | 106,769 | ||
Operating segments | Services | Balances without adoption of ASC 606 | Premiums | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue | 0 | |||
Operating segments | Services | Adjustments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue | (217) | (531) | ||
Operating segments | Services | Adjustments | Accounting Standards Update 2014-09 | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Adjusted Transformation Services | 3,700 | |||
Adjusted Platform and Operations Services | 800 | |||
Total revenue | (4,498) | |||
Operating segments | True Health | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Adjusted Transformation Services | 0 | |||
Adjusted Platform and Operations Services | 0 | |||
Adjusted Services Revenue | 0 | |||
Total revenue | 23,585 | 0 | ||
Adjusted EBITDA | 947 | 0 | ||
Operating segments | True Health | Balances without adoption of ASC 606 | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Adjusted Transformation Services | 0 | |||
Adjusted Platform and Operations Services | 0 | |||
Adjusted Services Revenue | 0 | |||
Total revenue | 23,585 | 0 | ||
Operating segments | True Health | Balances without adoption of ASC 606 | Premiums | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue | 23,585 | |||
Operating segments | True Health | Adjustments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue | 0 | 0 | ||
Operating segments | True Health | Adjustments | Accounting Standards Update 2014-09 | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue | 0 | |||
Intersegment eliminations | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Adjusted Transformation Services | 0 | |||
Adjusted Platform and Operations Services | (3,797) | |||
Adjusted Services Revenue | (3,797) | |||
Total revenue | (3,991) | 0 | ||
Adjusted EBITDA | 7,913 | (4,774) | ||
Intersegment eliminations | Balances without adoption of ASC 606 | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Adjusted Transformation Services | 0 | |||
Adjusted Platform and Operations Services | 0 | |||
Adjusted Services Revenue | 0 | |||
Total revenue | (3,991) | 0 | ||
Intersegment eliminations | Balances without adoption of ASC 606 | Premiums | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue | (194) | |||
Intersegment eliminations | Adjustments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue | 0 | $ 0 | ||
Intersegment eliminations | Adjustments | Accounting Standards Update 2014-09 | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue | $ 0 | |||
[1] | See Note 16 for amounts related to affiliates included in these line items. |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | |
Segment Reporting [Abstract] | |||
Net Income (Loss) Attributable to Evolent Health, Inc. | $ (13,626) | $ (18,012) | |
Interest income | 1,072 | 185 | |
Interest expense | (853) | (954) | |
Provision (benefit) for income taxes | (3) | (405) | |
Depreciation and amortization expenses | (9,496) | (6,615) | |
Income (loss) from affiliates | (131) | $ (500) | (522) |
Loss on change in fair value of contingent consideration | (100) | 0 | |
Other income (expense), net | (18) | 2 | |
Net income (loss) attributable to non-controlling interests | 439 | 5,137 | |
ASC 606 transition adjustments | (4,498) | 0 | |
Purchase accounting adjustments | (217) | (531) | |
Stock-based compensation expense | (3,795) | (5,104) | |
Severance costs | (1,594) | 0 | |
Amortization of contract cost assets | (561) | 0 | |
Transaction costs | (1,784) | (4,431) | |
Adjusted EBITDA | $ 7,913 | $ (4,774) |
True Health Claims Reserves (De
True Health Claims Reserves (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Insurance [Abstract] | |||
Incurred costs related to current period | $ 16,749 | $ 0 | |
Paid costs related to current period | 10,050 | ||
Ending balance, net | 6,699 | ||
Add: Reinsurance and other amounts recoverable | 0 | ||
Ending balance | $ 6,699 | $ 0 |
Supplemental Cash Flow Inform79
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Supplemental Disclosure of Non-cash Investing and Financing Activities | ||
Accrued property and equipment purchases | $ 3,183 | $ 83 |
Increase to goodwill from measurement period adjustments related to business combinations | 0 | 635 |
Decrease in accrued financing costs related to 2021 Notes | 0 | 196 |
Consideration for asset acquisitions or business combinations | 500 | 0 |
Settlement of Vestica Healthcare LLC escrow | 2,519 | 0 |
Effects of the March 2018 Private Sale and March 2017 Secondary Offering | ||
Decrease in deferred tax liability as a result of securities offerings | 23,805 | 59,585 |
Decrease in deferred tax liability as a result of securities offerings | $ 908 | $ 2,796 |