Evolent Announces Third Quarter 2025 Results

PR Newswire

WASHINGTON, Nov. 6, 2025

WASHINGTON , Nov. 6, 2025 /PRNewswire/ -- Evolent Health, Inc. (NYSE: EVH) ("Evolent" or the "Company"), a company that specializes in better health outcomes for people with complex conditions through proven solutions that make health care simpler and more affordable, today announced financial results for the three months ended September 30, 2025.

Seth Blackley, Co-Founder and Chief Executive Officer of Evolent stated, "We are happy to deliver a strong quarter, in the top half of our guidance for both Adjusted EBITDA and revenue, while reiterating our fourth quarter outlook. Further, we added another two customer agreements, bringing our total new contracts to thirteen for the year. We now have signed contracts that bring our preliminary 2026 revenue forecast to $2.5 billion. More importantly, we're winning in the marketplace with our Enhanced Performance Suite model that balances disciplined growth and margin. Finally, we continue to improve our product with our member navigation and Oncology Care Partners innovations. We expect to close the previously announced ECP transaction later this year and expect to use the proceeds to pay down our senior debt."

Highlights from the quarter ended September 30, 2025 include (in thousands, except for average PMPM fees and revenue per case):


For the Three Months
Ended September 30,


2025


2024

Financial Results:




Revenue

$   479,533


$   621,401

Net loss attributable to common shareholders of Evolent Health, Inc.

$    (26,930)


$   (31,231)

Net loss margin

(5.6) %


(5.0) %

Adjusted EBITDA

$     38,955


$     31,801

Adjusted EBITDA Margin

8.1 %


5.1 %





Average Lives on Platform/Cases




Performance Suite

6,474


6,916

Specialty Technology and Services Suite

78,050


74,192

Administrative Services

1,222


1,258

Cases

13


13





Average Unique Members

40,781


41,444





Average PMPM Fees/ Revenue per Case




Performance Suite

$       14.77


$       20.97

Specialty Technology and Services Suite

0.40


0.38

Administrative Services

15.77


15.74

Cases

3,236


3,113

The rising medical costs impacting health plans continue to drive robust demand for Evolent's complex specialty care solutions.

Evolent announced two new revenue agreements, bringing the year-to-date total to thirteen. With these announcements, the Company now expects to launch more than $750 million in new annualized revenue during 2026.

Evolent Announces Leadership Additions to Support Accelerating Growth

Mario Ramos has been appointed Evolent's Chief Financial Officer ("CFO") by the Company's Board of Directors effective January 1, 2026. John Johnson will become Evolent's Chief Strategy Officer also effective January 1, 2026. Mario was previously CFO of CVS Caremark, a division of CVS Health, in addition to holding other financial and operating roles at CVS. Mario also led the extraordinarily complex acquisition and integration of Aetna with CVS. Most recently Mario was CFO of WellBe Senior Medical, a risk-bearing value-based care provider with over 150,000 polychronic patients.

Seth Blackley commented, "I want to thank John for his contributions as CFO and I'm excited to continue working with him in his new role as we prepare for accelerating growth. And I want to welcome Mario to Evolent. Mario has an impeccable track record and reputation and I am confident he will ensure we execute upon our growth plan with financial discipline."

Rick Jelinek, Evolent Board Chair, commented, "Mario will do an excellent job for Evolent and his interest in joining Evolent is a signal for the long-term growth opportunity ahead for this business, particularly in oncology where Mario's depth of understanding of risk-based contracting, and the pharmaceutical and payor ecosystem will be a big benefit for the company."

Additionally, Emily Rafferty, Evolent's Chief Operating Officer will become Executive Vice President, Customer Success focusing on delivering maximum value for Evolent's largest clients. Katie DiPerna will take on the Chief Operating Officer role, reporting to Evolent's President, Dan McCarthy. Leveraging her experience in customer operations, partnerships and growth at both Evolent and Headspace, and her most recent role leading talent at Evolent, Katie will oversee non-clinical operations staff at Evolent in a time when Evolent is experiencing rapid revenue growth but quickly changing staffing structures as its AI work accelerates. As part of these changes, Felicia Crawford-Smith, currently Vice President of Talent at Evolent, will become the Chief People Officer.

Financial Results of Evolent Health, Inc.

In our earnings releases, prepared remarks, conference calls, slide presentations and webcasts, we may use or discuss  financial measures not prepared in accordance with generally accepted accounting principles ("GAAP"). Definitions of the non-GAAP financial measures as well as reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are presented herein. See Non-GAAP Financial Measures for more information.

Reported Results

Evolent Health, Inc. reported the following results in accordance with GAAP (in thousands, except for per share data):


For the Three Months
Ended September 30,


2025


2024

Revenue

$  479,533


$  621,401

Cost of revenue

$  379,759


$  540,708

Selling, general and administrative expenses

$    77,592


$    67,060

Net loss attributable to common shareholders of Evolent Health, Inc.

$   (26,930)


$   (31,231)

Net loss margin

(5.6) %


(5.0) %

Loss per share attributable to common shareholders of Evolent Health, Inc.:




Basic and diluted

$       (0.24)


$       (0.27)

Total cash and cash equivalents was $116.7 million as of September 30, 2025.

Adjusted Results

Evolent Health, Inc. reported the following adjusted results (in thousands, except for per share data):


For the Three Months
Ended September 30,


2025


2024

Adjusted cost of revenue

$   378,518


$   539,591

Adjusted selling, general and administrative expenses

$     62,060


$     50,009

Adjusted EBITDA

$     38,955


$     31,801

Adjusted EBITDA margin

8.1 %


5.1 %

Adjusted income (loss) attributable to common shareholders

$       5,630


$       4,723

Adjusted income (loss) per share attributable to common shareholders:




Basic

$        0.05


$        0.04

Business Outlook        

The Company does not believe it can meaningfully reconcile guidance for non-GAAP Adjusted EBITDA to net income (loss) attributable to common shareholders of Evolent Health, Inc. because the Company cannot provide guidance for the more significant reconciling items between net income (loss) attributable to common shareholders of Evolent Health, Inc. and Adjusted EBITDA without unreasonable effort. This is due to the fact that future period non-GAAP guidance includes adjustments for items not indicative of our core operations, and as a result from changes to our business due to transactions and other events. Such items may, from time to time, include loss on repayment/extinguishment of debt; gain (loss) from equity method investees, loss on option exercise, change in fair value of contingent consideration, change in tax receivable agreement liability, other income (expense), gain (loss) on disposal of non-strategic assets, right-of-use asset impairments, losses on lease terminations, repositioning costs, stock-based compensation expense, severance costs and transaction-related costs. Such adjustments may be affected by changes in ongoing assumptions, judgments, as well as nonrecurring, unusual or unanticipated charges, expenses or gains (losses) or other items that may not directly correlate to the underlying performance of our business operations. The exact amount of these adjustments is not currently determinable but may be significant.

Fourth  Quarter 2025 Guidance

For the three months ended December 31, 2025, revenue is expected to be in the range of $462 million to $472 million. Adjusted EBITDA is expected to be in the range of $30 million to $40 million.

Full Year 2025 Guidance

Incorporating its year-to-date performance, the Company now expects revenue for the full year ending December 31, 2025 to be in the range of approximately $1.87 billion to $1.88 billion and adjusted EBITDA to be in the range of approximately  $144 million to $154 million, respectively. The Company continues to experience strong customer retention and late-stage pipeline activity.

Additional Outlook Information

The Company reiterated its expectation to deploy approximately $35 million in cash for capitalized software development during 2025.

This "Business Outlook" section contains forward-looking statements, and actual results may differ materially. Factors that may cause actual results to differ materially from our current expectations in addition to those set forth above are set forth below in "Forward Looking Statements - Cautionary Language" and Evolent Health, Inc.'s filings with the Securities and Exchange Commission ("SEC").

Web and Conference Call Information

Evolent Health, Inc. will hold a conference call to discuss its financial performance and related matters this evening, November 6, 2025, at 5:00 p.m., Eastern Time. To listen to a live broadcast via the internet and view the accompanying materials, please visit the Company's Investor Relations website at http://ir.evolent.com . To participate by telephone, dial (855) 940-9467, or (412) 317-6034 for international callers, and ask to join the "Evolent Health call." Participants are advised to dial in at least fifteen minutes prior to the call to register. The call will be archived on the Company's website for one week and will be available beginning later this evening. Evolent invites all interested parties to attend the conference call.

Evolent Health Logo (PRNewsfoto/Evolent Health)

About Evolent

Evolent specializes in better health outcomes for people with complex conditions through proven solutions that make health care simpler and more affordable. Evolent serves a national base of leading payers and providers and is consistently recognized as a top place to work in health care nationally. Learn more about how Evolent is changing the way health care is delivered by visiting evolent.com.

Contacts:

investorrelations@evolent.com

Revenue Agreements

Evolent reports the number of new revenue agreements signed for Performance Suite, Specialty Technology and Services Suite, Administrative Services and Case-based products. A new revenue agreement includes incremental revenue to the Company reflecting contracts for services to both new partner entities, corporations or health plans as well as additional sales to existing partners. New revenue agreements may include incremental services, geographic, or line of business expansions or a combination thereof. The conversion of Specialty Technology and Services Suite contracts to Performance Suite are also included in this definition. The Company does not count renewals for existing scope, growth of membership within an existing contract scope or transaction-related purchase agreements, if applicable, in this metric. 

Lives on Platform and Per Member Per Month ("PMPM") Fee

Performance Suite Lives on Platform are calculated by summing monthly members covered for specialty care services for contracts not under ASO arrangements, plus members managed by Complex Care in capitation arrangements and divided by the number of months in the period. Specialty Technology and Services Suite Lives on Platform are calculated by summing monthly members covered for oncology, cardiology, musculoskeletal, advanced imaging and other diagnostic specialty care services for contracts under ASO arrangements divided by the number of months in the period. Administrative Services Lives on Platform are calculated by summing monthly members covered for administrative services implementation and core performance services divided by the number of months in the period. Cases are calculated by summing the number of individuals receiving services through our surgery management and advanced care planning programs in a given period. Members covered for more than one category are counted in each category.

Performance Suite Average PMPM fee is defined as revenue pertaining to our Performance Suite during the period reported divided by Performance Suite Lives on Platform for the period divided by the number of months in the period. Specialty Technology and Services Suite Average PMPM fee is defined as revenue pertaining to the Specialty Technology and Services Suite during the period reported divided by Specialty Technology and Services Suite Lives on Platform for the period divided by the number of months in the period. Administrative Services Average PMPM fee is defined as revenue pertaining to the Administrative Services during the period reported divided by the Administrative Services Lives on Platform for the period divided by the number of months in the period. Revenue per Case is calculated by the revenue pertaining to surgery management and advanced care planning programs divided by the number of cases for a given period.

Average Unique Members are calculated by summing members covered by our Performance Suite, Specialty Technology and Services Suite and Administrative Services. In cases where partners cross between multiple solutions, we only capture members from the solution with the maximum number of members.

Management uses Lives on Platform, PMPM fees, Cases, Revenue per Case and Average Unique Members because we believe that they provide insight into the unit economics of our services. We believe that these measures are also useful to investors because they allow further insight into the period over period operational performance.

EVOLENT HEALTH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
 
(unaudited, in thousands, except per share data)



For the Three Months
Ended September 30,


For the Nine Months
Ended September 30,


2025


2024


2025


2024

Revenue

$     479,533


$   621,401


$ 1,407,510


$   1,908,199

Expenses








Cost of revenue

379,759


540,708


1,104,880


1,616,557

Selling, general and administrative expenses

77,592


67,060


231,210


215,349

Depreciation and amortization expenses

23,615


29,701


70,814


89,074

Loss (gain) on lease termination

(1,230)



676


Change in fair value of contingent consideration

(1,089)


200


1,837


9,108

Total operating expenses

478,647


637,669


1,409,417


1,930,088

Operating income (loss)

886


(16,268)


(1,907)


(21,889)

Interest income

964


794


3,322


4,714

Interest expense

(16,475)


(6,010)


(38,461)


(18,002)

Gain (loss) from equity method investees

156


(2,229)


334


(3,623)

Gain on extinguishment of short-term debt, net

431



431


Loss on option exercise



(52,544)


Extinguishment of Series A Preferred Stock and other refinancing fees

(6,000)



(15,000)


Change in tax receivables agreement liability




(173)

Other expense, net

80


(43)


(3)


(140)

Loss before income taxes

(19,958)


(23,756)


(103,828)


(39,113)

Provision for (benefit from) income taxes

906


(619)


1,551


(292)

Loss before preferred dividends and accretion of Series A Preferred Stock including excise tax

(20,864)


(23,137)


(105,379)


(38,821)

Dividends and accretion of Series A Preferred Stock including excise tax

(6,066)


(8,094)


(44,891)


(24,018)

Net loss attributable to common shareholders of Evolent Health, Inc.

$      (26,930)


$   (31,231)


$ (150,270)


$      (62,839)









Loss per common share








Basic and diluted

$         (0.24)


$       (0.27)


$      (1.31)


$         (0.55)









Weighted-average common shares outstanding








Basic and diluted

114,066


114,862


115,083


114,565









Comprehensive loss








Net loss attributable to common shareholders of Evolent Health, Inc.

$      (26,930)


$   (31,231)


$ (150,270)


$      (62,839)

Other comprehensive loss, net of taxes, related to:








Foreign currency translation adjustment

(669)


(12)


(623)


(110)

Total comprehensive loss attributable to common shareholders of Evolent Health, Inc.

$      (27,599)


$   (31,243)


$ (150,893)


$      (62,949)

 

EVOLENT HEALTH, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)



September 30, 2025


December 31, 2024


(unaudited)



ASSETS




Current assets:




Cash and cash equivalents

$              116,650


$             104,203

Restricted cash

23,689


59,295

Accounts receivable, net

386,564


414,681

Prepaid expenses and other current assets

22,228


28,938

Assets held for sale - current

20,963


Total current assets

570,094


607,117

Restricted cash

2,665


14,998

Investments and equity method investees

8,936


8,588

Property and equipment, net

80,086


73,151

Right-of-use assets - operating

4,837


6,134

Prepaid expenses and other noncurrent assets

2,938


3,569

Contract cost assets

11,160


13,378

Intangible assets, net

623,693


680,156

Goodwill

1,075,376


1,137,320

Assets held for sale - noncurrent

73,674


Total assets

$           2,453,459


$          2,544,411

LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY




Liabilities




Current liabilities:




Accounts payable

$                72,180


$               96,025

Accrued liabilities

60,893


66,361

Operating lease liability - current

17,942


26,717

Accrued compensation and employee benefits

55,380


33,719

Deferred revenue

1,871


2,507

Short-term debt, net

5,118


171,467

Reserve for claims and performance - based arrangements

211,652


318,705

Liabilities held for sale - current

4,891


Total current liabilities

429,927


715,501

Long-term debt, net

1,054,822


490,520

Other long-term liabilities

3,784


2,984

Tax receivables agreement liability

108,105


108,105

Operating lease liabilities - noncurrent

4,433


24,969

Deferred tax liabilities, net

10,155


10,900

Total liabilities

1,611,226


1,352,979

Mezzanine Equity




Preferred class A common stock - $0.01 par value; 50,000,000 shares
authorized; 0 and 175,000 issued, respectively


190,173

Shareholders' Equity




Class A common stock - $0.01 par value; 750,000,000 shares authorized;
117,564,460 and 116,575,773 shares issued, respectively

1,176


1,166

Additional paid-in-capital

1,791,060


1,803,786

Accumulated other comprehensive loss

(2,376)


(1,753)

Retained earnings (accumulated deficit)

(886,196)


(780,817)

Treasury stock, at cost; 5,971,712 and 1,537,582 shares issued, respectively

(61,431)


(21,123)

Total shareholders' equity

842,233


1,001,259





Total liabilities, mezzanine equity and shareholders' equity

$           2,453,459


$          2,544,411

 

EVOLENT HEALTH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 (unaudited, in thousands)



For the Nine Months
Ended September 30,


2025


2024

Cash Flows Provided by (Used In) Operating Activities




Loss before preferred dividends and accretion of Series A Preferred Stock including excise tax

$  (105,379)


$    (38,821)

Adjustments to reconcile net loss to net cash and restricted cash provided by (used in) operating activities:




Change in fair value of contingent consideration

1,837


9,108

Loss (gain) from equity method investees

(334)


3,623

Extinguishment of Series A Preferred Stock and other refinancing fees

15,000


Gain on extinguishment of short-term debt

(431)


Loss on option exercise

52,544


Depreciation and amortization expenses

70,814


89,074

Stock-based compensation expense

37,343


45,861

Deferred tax expense (benefit)

57


(1,916)

Amortization of contract cost assets

5,704


3,604

Amortization of deferred financing costs

4,762


2,650

Loss on lease termination

676


Change in tax receivables agreement liability


173

Right-of-use operating assets

1,297


2,739

Other current operating cash inflows (outflows), net


180

Changes in assets and liabilities, net of acquisitions:




Accounts receivable, net and contract assets

7,364


38,844

Prepaid expenses and other current and non-current assets

388


7,751

Contract cost assets

(3,486)


(4,687)

Accounts payable

21,501


1,260

Accrued liabilities

(4,399)


17,648

Operating lease liabilities

(29,987)


(12,209)

Accrued compensation and employee benefits

21,661


(24,780)

Deferred revenue

(636)


(3,355)

Reserve for claims and performance-based arrangements

(107,053)


(91,361)

Other long-term liabilities

800


(390)

Net cash and restricted cash (used in) provided by operating activities

(9,957)


44,996

Cash Flows Used In Investing Activities




Cash paid for asset acquisitions and business combinations

(56,045)


(16,947)

Return of equity method investments

986


7

Purchases of investments and contributions to equity method investees

(1,000)


(7,320)

Investments in internal-use software and purchases of property and equipment

(26,327)


(18,742)

Net cash and restricted cash used in investing activities

(82,386)


(43,002)

Cash Flows (Used In) Provided by Financing Activities




Changes in working capital balances related to claims processing

(45,332)


584

Payment of contingent consideration

(1,750)


(70,355)

Proceeds from stock option exercises


3,462

Proceeds from issuance of long-term debt, net of offering costs

389,740


(529)

Repayment of long-term debt

(229,255)


Repurchase of common stock

(39,996)


Payment of preferred dividends

(11,127)


(15,279)

Taxes withheld and paid for vesting of equity awards

(5,168)


(15,390)

Net cash and restricted cash provided by (used in) financing activities

57,112


(97,507)

Effect of exchange rate on cash and cash equivalents and restricted cash

(261)


(93)

Net decrease in cash and cash equivalents and restricted cash

(35,492)


(95,606)

Cash and cash equivalents and restricted cash as of beginning-of-period

178,496


223,457

Cash and cash equivalents and restricted cash as of end-of-period

$   143,004


$   127,851

Non-GAAP Financial Measures

The Company views the following activities as integral to understanding its non-GAAP financial measures:

In addition to disclosing financial results that are determined in accordance with GAAP, we present Adjusted Cost of Revenue, Adjusted Selling, General and Administrative Expenses, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Income (Loss) Attributable to Common Shareholders, which are all non-GAAP financial measures, as supplemental measures to help investors evaluate our fundamental operational performance.

Adjusted Cost of Revenue and Adjusted Selling, General and Administrative Expenses are defined as cost of revenue and selling, general and administrative expenses calculated in accordance with GAAP, respectively, adjusted to exclude the impact of stock-based compensation expenses, severance costs, transaction-related costs and repositioning costs. Management believes Adjusted Cost of Revenue and Adjusted Selling, General and Administrative Expenses are useful to investors, because they facilitate an understanding of our long-term operational costs while removing the effect of costs that are not a representative component of the day-to-day operating performance of our business, and are useful to management as supplemental performance measures.

Adjusted EBITDA is defined as net loss attributable to common shareholders of Evolent Health, Inc. before interest income, interest expense, benefit from (provision for) income taxes, depreciation and amortization expenses, change in the tax receivable agreement liability, extinguishment of Series A Preferred Stock and other refinancing fees, gain (loss) from equity method investees, gain on extinguishment of short-term debt, loss on option exercise, change in fair value of contingent consideration, other income (expense), net, loss (gain) on lease termination, repositioning costs, stock-based compensation expense, severance costs, dividends and accretion of Series A Preferred Stock and excise tax and transaction-related costs.

Management believes that Adjusted EBITDA is useful to investors because it allows investors to evaluate the Company's performance using tools that management uses to evaluate past performance and prospects for future performance. Management also uses Adjusted EBITDA as a supplemental performance measure because the removal of adjustments to net loss attributable to common shareholders of Evolent Health, Inc. allows us to focus on operational performance.

Adjusted EBITDA Margin is defined Adjusted EBITDA divided by Revenue. Management believes that this measure is useful to investors because it allows further insight into the period over period operational performance. Management also uses Adjusted EBITDA Margin as a supplemental performance measure because it allows the investor to understand operational performance compared to revenues over time.

Adjusted Income (Loss) Attributable to Common Shareholders is defined as net loss attributable to common shareholders of Evolent Health, Inc. adjusted to exclude gain (loss) from equity method investees, other income (expense), net, benefit from (provision for) income taxes, change in fair value of contingent consideration, gain on extinguishment of short-term debt, extinguishment of Series A Preferred Stock and other refinancing fees, loss on option exercise, change in tax receivable agreement liability, purchase accounting adjustments, loss (gain) on lease termination, repositioning costs, stock-based compensation expense, severance costs, transaction-related costs and the tax impact of non-GAAP adjustments.

Adjusted Income (Loss) per Share Attributable to Common Shareholders is defined as Adjusted Income (Loss) Attributable to Common Shareholders divided by Weighted-Average Common Shares, and reflects the adjustments made in those non-GAAP measures.

Management believes that Adjusted Income (Loss) Attributable to Common Shareholders and Adjusted Income (Loss) per Share Attributable to Common Shareholders are useful to investors because they provide a measure of the Company's net profitability on a more comparable basis to historical periods and provide a more meaningful basis for forecasting future performance.

These adjusted measures do not represent and should not be considered as alternatives to GAAP measurements, and our calculations thereof may not be comparable to similarly entitled measures reported by other companies. A reconciliation of these adjusted measures to their most comparable GAAP financial measures is presented in the tables below. We believe these measures are useful across time in evaluating our fundamental core operating performance.

Evolent Health, Inc.

Reconciliation of Adjusted Results of Operations

(in thousands, unaudited)


Reconciliation of Adjusted Cost of Revenue to

Cost of Revenue


For the Three Months
Ended September 30,


For the Nine Months
Ended September 30,


2025


2024


2025


2024

Cost of revenue

$    379,759


$    540,708


$ 1,104,880


$ 1,616,557

Less:








Stock-based compensation

1,241


1,117


2,948


3,329

Adjusted cost of revenue

$    378,518


$    539,591


$ 1,101,932


$ 1,613,228

















Reconciliation of Adjusted Selling, General and Administrative Expenses to

Selling, General and Administrative Expenses


For the Three Months
Ended September 30,


For the Nine Months
Ended September 30,


2025


2024


2025


2024

Selling, general and administrative expenses

$      77,592


$      67,060


$    231,210


$    215,349

Less:








Stock-based compensation

13,441


13,299


34,395


42,532

Severance costs

1,540


1,680


3,345


2,860

Transaction-related costs

551


2,072


1,254


2,235

Repositioning costs




10,599

Adjusted selling, general and administrative expenses

$      62,060


$      50,009


$    192,216


$    157,123

 

Evolent Health, Inc.

Reconciliation of Adjusted EBITDA to Net Income (Loss)

Attributable to Common Shareholders of Evolent Health, Inc.

(in thousands)

(unaudited)



For the Three Months
Ended September 30,


For the Nine Months
Ended September 30,


2025


2024


2025


2024

Net loss attributable to common shareholders of Evolent Health, Inc.

$  (26,930)


$  (31,231)


$(150,270)


$(62,839)

Net loss margin

(5.6) %


(5.0) %


(10.7) %


(3.3) %









Less:








Interest income

964


794


3,322


4,714

Interest expense

(16,475)


(6,010)


(38,461)


(18,002)

Benefit from (provision for) income taxes

(906)


619


(1,551)


292

Depreciation and amortization expenses

(23,615)


(29,701)


(70,814)


(89,074)

Change in tax receivable agreement liability




(173)

Extinguishment of Series A Preferred Stock and other refinancing fees

(6,000)



(15,000)


Gain (loss) from equity method investees

156


(2,229)


334


(3,623)

Gain on extinguishment of short-term debt

431



431


Loss on option exercise



(52,544)


Change in fair value of contingent consideration

1,089


(200)


(1,837)


(9,108)

Other income (expense), net

80


(43)


(3)


(140)

Gain (loss) on lease termination

1,230



(676)


Repositioning costs




(10,599)

Stock-based compensation expense

(14,682)


(14,416)


(37,343)


(45,861)

Severance costs

(1,540)


(1,680)


(3,345)


(2,860)

Dividends and accretion of Series A Preferred Stock including excise tax

(6,066)


(8,094)


(44,891)


(24,018)

Transaction-related costs

(551)


(2,072)


(1,254)


(2,235)

Adjusted EBITDA

$   38,955


$   31,801


$ 113,362


$ 137,848









Adjusted EBITDA margin

8.1 %


5.1 %


8.1 %


7.2 %

 

 Evolent Health, Inc.

Reconciliation of Adjusted Income (Loss) Attributable to Common Shareholders to

Net Loss Attributable to Common Shareholders

(in thousands, except per share data)

(unaudited)



For the Three Months
Ended September 30,


For the Nine Months
Ended September 30,


2025


2024


2025


2024

Net loss attributable to common shareholders of Evolent Health, Inc.

$      (26,930)


$      (31,231)


$   (150,270)


$     (62,839)

Less:








Gain (loss) from equity method investees

156


(2,229)


334


(3,623)

Other income (expense), net

80


(43)


(3)


(140)

Benefit from (provision for) income taxes

(906)


619


(1,551)


292

Change in fair value of contingent consideration

1,089


(200)


(1,837)


(9,108)

Gain on extinguishment of short-term debt

431



431


Extinguishment of Series A Preferred Stock and other refinancing fees

(6,000)



(15,000)


Loss on option exercise



(52,544)


Change in tax receivable agreement liability




(173)

Purchase accounting adjustments

(13,364)


(17,189)


(40,093)


(51,737)

Gain (loss) on lease termination

1,230



(676)


Repositioning costs




(10,599)

Stock-based compensation expense

(14,682)


(14,416)


(37,343)


(45,861)

Severance costs

(1,540)


(1,680)


(3,345)


(2,860)

Transaction-related costs

(551)


(2,072)


(1,254)


(2,235)

Tax impact (1)

1,497


1,256


548


13,273

Adjusted income (loss) attributable to common shareholders

$         5,630


$         4,723


$        2,063


$      49,932









Loss per share attributable to common shareholders








Basic

$         (0.24)


$         (0.27)


$        (1.31)


$        (0.55)









Adjusted income (loss) per share attributable to common shareholders








Basic

$           0.05


$           0.04


$          0.02


$          0.44









Weighted-average common shares








Basic

114,066


114,862


115,083


114,565

————————

(1) 

Non-GAAP financial information for the periods shown are adjusted for an assumed provision for income taxes based on our statutory federal tax rate of 21%. Due to the differences in the tax treatment of items excluded from non-GAAP earnings, our estimated tax rate on non-GAAP income may differ from our GAAP tax rate.

FORWARD-LOOKING STATEMENTS - CAUTIONARY LANGUAGE

Certain statements made in this report and in other written or oral statements made by us or on our behalf are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like: "believe," "anticipate," "expect," "estimate," "aim," "predict," "potential," "continue," "plan," "project," "will," "should," "shall," "may," "might" and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to our ability to weather current dynamics, continue to expand our footprint, future actions, trends in our businesses, prospective services, new partner additions/expansions, our guidance and business outlook and future performance or financial results, and the closing of pending transactions and the outcome of contingencies, such as legal proceedings. We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.

These statements are only predictions based on our current expectations and projections about future events. Forward-looking statements involve risks and uncertainties that may cause actual results, level of activity, performance or achievements to differ materially from the results contained in the forward-looking statements. Risks and uncertainties that may cause actual results to vary materially, some of which are described within the forward-looking statements, include, among others:

The risks included here are not exhaustive. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Our periodic reports and other documents filed with the SEC include additional factors that could affect our businesses and financial performance. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors.

Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we undertake no obligation to publicly update any forward-looking statements to reflect events or circumstances that occur after the date of this release.

 

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SOURCE Evolent Health, Inc.