Transactions (Tables)

3 Months Ended

Mar. 31, 2017

Organizational Transactions [Abstract]

Schedule of allocation of purchase price

The purchase price was allocated to the assets acquired based on their fair values as of February 1, 2016, as follows (in thousands):

Purchase Consideration
Fair value of Class A common stock issued	$	10,450
Fair value of contingent consideration	7,750
Total consideration	$	18,200
Tangible assets acquired
Prepaid asset	$	6,900
Goodwill	11,300
Net assets acquired	$	18,200

The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of November 1, 2016, as follows (in thousands):

Purchase consideration:
Fair value of Class A common stock issued	$	9,864
Cash for settlement of software license	7,000
Cash	17,481
Total consideration	$	34,345
Tangible assets acquired:
Receivables	$	624
Prepaid expenses and other current assets	272
Property and equipment	1,065
Other non-current assets	9
Identifiable intangible assets acquired:
Customer relationships	7,000
Technology	2,500
Liabilities assumed:
Accounts payable	429
Accrued liabilities	1,204
Accrued compensation and employee benefits	605
Deferred revenue	44
Goodwill	25,157
Net assets acquired	$	34,345

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 October 3, 2016. During the three months ended March 31, 2017, the Company recorded an adjustment to deferred revenue. The purchase price allocation, as previously determined, the measurement period adjustment and the purchase price allocation, as revised, are as follows (in thousands):

				Measurement
	As Previously			Period
	Determined			Adjustment			As Revised
Purchase consideration:
Fair value of Class A common stock issued		$	159,614		$	—		$	159,614
Fair value of contingent consideration		2,620			—			2,620
Cash		54,799			—			54,799
Total consideration		$	217,033					$	217,033
Tangible assets acquired:
Restricted cash		$	1,829		$	—		$	1,829
Accounts Receivable		8,587			—			8,587
Prepaid expenses and other current assets		3,465			—			3,465
Property and equipment		6,241			—			6,241
Other non-current assets		313			—			313
Favorable leases assumed (net of unfavorable leases)		4,323			—			4,323
Identifiable intangible assets acquired:
Customer relationships		69,000			—			69,000
Technology		18,000			—			18,000
Liabilities assumed:
Accounts payable		5,703			—			5,703
Accrued liabilities		3,865			—			3,865
Accrued compensation and employee benefits		9,200			—			9,200
Deferred revenue		2,022			640			2,662
Other long-term liabilities		2,328			—			2,328
Net deferred tax liabilities		13,316			—			13,316
Goodwill		141,709			640			142,349
Net assets acquired		$	217,033					$	217,033

Business acquisition, pro forma information

The pro forma adjustments were 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,
		2016
Revenue		$	81,326
Net income (loss)		(177,620		)
Net income (loss) attributable
to non-controlling interests		(46,022		)
Net income (loss) attributable
to Evolent Health, Inc.		(131,598		)
Net income (loss) available to
common shareholders:
Basic		(2.63		)
Diluted		(2.63		)