XML 44 R32.htm IDEA: XBRL DOCUMENT
v3.24.1.u1

Transactions (Tables) | 3 Months Ended
--- | ---
Mar. 31, 2024
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 written off upon disposal of non-strategic assets subsequent to March 31, 2023.
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 written off upon disposal of non-strategic assets subsequent to March 31, 2023.
Schedule of Pro Forma Adjustments | 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).
| For the Three Months Ended March 31,
| 2024 |  | 2023
Revenue | $ | — |  |  | $ | 446,740 |
Net loss attributable to common shareholders of Evolent Health, Inc. | — |  |  | (15,730) |

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 Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(3) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- 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
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration