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Transactions (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Allocation of Purchase Price

The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of January 20, 2023, as follows (in thousands):

Purchase consideration:
Cash			$	387,823
Fair value of Class A common stock issued			261,271
Fair value of contingent consideration			66,600
Total consideration			$	715,694
Tangible assets acquired:
Accounts receivable			$	28,065
Prepaid expenses and other current assets			675
Total tangible assets acquired			28,740
Identifiable intangible assets acquired:
Customer relationships			345,100
Technology			50,700
Corporate trade name			8,200
Total identifiable intangible assets acquired			404,000
Liabilities assumed:
Accrued liabilities			5,409
Accrued compensation and employee benefits			6,173
Deferred tax liabilities, net			100,486
Deferred revenue			142
Total liabilities assumed			112,210
Goodwill (1)			395,164
Net assets acquired			$	715,694

————————

(1)Goodwill acquired does not include $1.0 million of measurement period adjustments or of $2.4 million in reductions due to goodwill disposals. See Note 9 for additional information.

The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of August 1, 2022, as follows (in thousands):

Purchase consideration:
Cash			$	256,488
Fair value of Class A common stock issued			130,175
Fair value of contingent consideration			75,000
Total consideration			$	461,663
Tangible assets acquired:
Accounts receivable			34,155
Prepaid expenses and other current assets			636
Other non-current assets			1,393
Total tangible assets acquired			36,184
Identifiable intangible assets acquired:
Customer relationships			154,000
Technology			23,900
Corporate trade name			17,800
Total identifiable intangible assets acquired			195,700
Liabilities assumed:
Accounts payable			7,997
Accrued liabilities			8,083
Accrued compensation and employee benefits			423
Deferred tax liabilities, net			48,671
Deferred revenue			321
Operating lease liabilities			1,323

Total liabilities assumed			66,818
Goodwill			296,597
Net assets acquired			$	461,663

Schedule of Assets Acquired and Liabilities

The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of January 20, 2023, as follows (in thousands):

Purchase consideration:
Cash			$	387,823
Fair value of Class A common stock issued			261,271
Fair value of contingent consideration			66,600
Total consideration			$	715,694
Tangible assets acquired:
Accounts receivable			$	28,065
Prepaid expenses and other current assets			675
Total tangible assets acquired			28,740
Identifiable intangible assets acquired:
Customer relationships			345,100
Technology			50,700
Corporate trade name			8,200
Total identifiable intangible assets acquired			404,000
Liabilities assumed:
Accrued liabilities			5,409
Accrued compensation and employee benefits			6,173
Deferred tax liabilities, net			100,486
Deferred revenue			142
Total liabilities assumed			112,210
Goodwill (1)			395,164
Net assets acquired			$	715,694

————————

(1)Goodwill acquired does not include $1.0 million of measurement period adjustments or of $2.4 million in reductions due to goodwill disposals. See Note 9 for additional information.

The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of August 1, 2022, as follows (in thousands):

Purchase consideration:
Cash			$	256,488
Fair value of Class A common stock issued			130,175
Fair value of contingent consideration			75,000
Total consideration			$	461,663
Tangible assets acquired:
Accounts receivable			34,155
Prepaid expenses and other current assets			636
Other non-current assets			1,393
Total tangible assets acquired			36,184
Identifiable intangible assets acquired:
Customer relationships			154,000
Technology			23,900
Corporate trade name			17,800
Total identifiable intangible assets acquired			195,700
Liabilities assumed:
Accounts payable			7,997
Accrued liabilities			8,083
Accrued compensation and employee benefits			423
Deferred tax liabilities, net			48,671
Deferred revenue			321
Operating lease liabilities			1,323

Total liabilities assumed			66,818
Goodwill			296,597
Net assets acquired			$	461,663

Schedule of Pro Forma Adjustments

The pro forma adjustments are based on available information and assumptions that the Company believes are reasonable to reflect the impact of these transactions on the Company’s historical financial information on a pro forma basis (in thousands).

						For the Year Ended December 31,
												2023						2022						2021
Revenue												$	1,975,321					$	1,607,311					$	1,135,126
Net loss attributable to common shareholders of Evolent Health, Inc.												(137,210)						(76,406)						(103,442)

X

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References

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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)(2)
-SubTopic 10
-Topic 805
-Publisher FASB
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-Paragraph 2
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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.

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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.

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