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Transactions (Tables) | 3 Months Ended
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Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Schedule of Allocation of Purchase Price | The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of January 20, 2023, as follows (in thousands):
Purchase consideration:
Cash | $ | 387,823 |
Fair value of Class A common stock issued | 261,271 |
Fair value of contingent consideration | 66,600 |
Total consideration | $ | 715,694 |
Tangible assets acquired: |
Accounts receivable | 28,065 |
Prepaid expenses and other current assets | 675 |
Total tangible assets acquired | 28,740 |
Identifiable intangible assets acquired: |
Customer relationships | 345,100 |
Technology | 50,700 |
Corporate trade name | 8,200 |
Total identifiable intangible assets acquired | 404,000 |
Liabilities assumed: |
Accrued liabilities | 5,409 |
Accrued compensation and employee benefits | 6,173 |
Deferred tax liabilities, net | 100,486 |
Deferred revenue | 142 |
Total liabilities assumed | 112,210 |
Goodwill | 395,164 |
Net assets acquired | $ | 715,694 |
The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of August 1, 2022, as follows (in thousands):
Purchase consideration:
Cash | $ | 256,488 |
Fair value of Class A common stock issued | 130,175 |
Fair value of contingent consideration | 75,000 |
Total consideration | $ | 461,663 |
Tangible assets acquired: |
Accounts receivable | 34,155 |
Prepaid expenses and other current assets | 636 |
Other non-current assets | 1,393 |
Total tangible assets acquired | 36,184 |
Identifiable intangible assets acquired: |
Customer relationships | 154,000 |
Technology | 23,900 |
Corporate trade name | 17,800 |
Total identifiable intangible assets acquired | 195,700 |
Liabilities assumed: |
Accounts payable | 7,997 |
Accrued liabilities | 8,083 |
Accrued compensation and employee benefits | 423 |
Deferred tax liabilities, net | 48,671 |
Deferred revenue | 321 |
Operating lease liabilities | 1,323 |
Total liabilities assumed | 66,818 |
Goodwill | 296,597 |
Net assets acquired | $ | 461,663 |
Schedule of Net Assets Acquired | The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of January 20, 2023, as follows (in thousands):
Purchase consideration:
Cash | $ | 387,823 |
Fair value of Class A common stock issued | 261,271 |
Fair value of contingent consideration | 66,600 |
Total consideration | $ | 715,694 |
Tangible assets acquired: |
Accounts receivable | 28,065 |
Prepaid expenses and other current assets | 675 |
Total tangible assets acquired | 28,740 |
Identifiable intangible assets acquired: |
Customer relationships | 345,100 |
Technology | 50,700 |
Corporate trade name | 8,200 |
Total identifiable intangible assets acquired | 404,000 |
Liabilities assumed: |
Accrued liabilities | 5,409 |
Accrued compensation and employee benefits | 6,173 |
Deferred tax liabilities, net | 100,486 |
Deferred revenue | 142 |
Total liabilities assumed | 112,210 |
Goodwill | 395,164 |
Net assets acquired | $ | 715,694 |
The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of August 1, 2022, as follows (in thousands):
Purchase consideration:
Cash | $ | 256,488 |
Fair value of Class A common stock issued | 130,175 |
Fair value of contingent consideration | 75,000 |
Total consideration | $ | 461,663 |
Tangible assets acquired: |
Accounts receivable | 34,155 |
Prepaid expenses and other current assets | 636 |
Other non-current assets | 1,393 |
Total tangible assets acquired | 36,184 |
Identifiable intangible assets acquired: |
Customer relationships | 154,000 |
Technology | 23,900 |
Corporate trade name | 17,800 |
Total identifiable intangible assets acquired | 195,700 |
Liabilities assumed: |
Accounts payable | 7,997 |
Accrued liabilities | 8,083 |
Accrued compensation and employee benefits | 423 |
Deferred tax liabilities, net | 48,671 |
Deferred revenue | 321 |
Operating lease liabilities | 1,323 |
Total liabilities assumed | 66,818 |
Goodwill | 296,597 |
Net assets acquired | $ | 461,663 |
Schedule of Pro Forma Adjustments | The pro forma adjustments are based on available information and assumptions that the Company believes are reasonable to reflect the impact of these transactions on the Company’s historical financial information on a pro forma basis (in thousands).
| For the Three Months Ended March 31,
| 2023 |  | 2022
Revenue | $ | 446,740 |  |  | $ | 362,827 |
Net loss attributable to common shareholders of Evolent Health, Inc. | (15,730) |  |  | (10,240) |

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- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-3 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-1 + Details
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