SEC Comment Letter 0000000000-23-005952 to Evolent Health, Inc. (EVH)
Evolent Health, Inc.
Date: June 5, 2023 · CIK: 0001628908 · Accession: 0000000000-23-005952
AI Filing Summary & Sentiment
File numbers found in text: 001-37415
Letter
United States securities and exchange commission logo June 5, 2023 John Johnson Chief Financial Officer Evolent Health, Inc. 800 N Glebe Road, Suite 500 Arlington, VA 22203 Re:Evolent Health, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed February 24, 2023 Form 8-K Dated February 22, 2023 File No. 001-37415 Dear John Johnson: We have reviewed your filings and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Item 9A. Controls and Procedures Management's Annual Report on Internal Control Over Financial Reporting, page 121 1.Please disclose the assessment of your principal executive officer and principal financial officer regarding the effectiveness of your internal control over financial reporting as of the end of the period covered by this report. Refer to Item 308(a)(3) of Regulation S-K.
FirstName LastNameJohn Johnson Comapany NameEvolent Health, Inc. June 5, 2023 Page 2 FirstName LastName John Johnson Evolent Health, Inc. June 5, 2023 Page 2 Form 8-K Dated February 22, 2023 Exhibit 99.1 Non-GAAP Financial Measures, page 4 2.We note your disclosure that adjusted depreciation and amortization expenses excludes the impact of amortization expense related to intangible assets acquired through asset acquisitions and business combinations. It is not clear why you exclude amortization of acquired intangible assets on the basis that it reflects a complete view of the operational results, considering that these measures include revenue from core operations generated in part by acquired assets. Please explain and revise your disclosures to more clearly describe the nature of the amortization being excluded and why, and clarify that although amortization of these acquired intangibles is being excluded, revenue generated from these assets is not. Reconciliation of Adjusted Results of Operations, page 10 3.Your non-GAAP reconciliations for the interim and annual periods appear to present non- GAAP income statements. This presentation appears to be inconsistent with Question 102.10(c) of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Please advise, or revise to remove the current presentation and reconcile each non-GAAP measure separately. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Keira Nakada at 202-551-3659 or Angela Lumley at 202-551-3398 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
June 5, 2023
John Johnson
Chief Financial Officer
Evolent Health, Inc.
800 N Glebe Road, Suite 500
Arlington, VA 22203
Re:Evolent Health, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 24, 2023
Form 8-K Dated February 22, 2023
File No. 001-37415
Dear John Johnson:
We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9A. Controls and Procedures
Management's Annual Report on Internal Control Over Financial Reporting, page 121
1.Please disclose the assessment of your principal executive officer and principal financial
officer regarding the effectiveness of your internal control over financial reporting as of
the end of the period covered by this report. Refer to Item 308(a)(3) of Regulation S-K.
FirstName LastNameJohn Johnson
Comapany NameEvolent Health, Inc.
June 5, 2023 Page 2
FirstName LastName
John Johnson
Evolent Health, Inc.
June 5, 2023
Page 2
Form 8-K Dated February 22, 2023
Exhibit 99.1
Non-GAAP Financial Measures, page 4
2.We note your disclosure that adjusted depreciation and amortization expenses excludes
the impact of amortization expense related to intangible assets acquired through asset
acquisitions and business combinations. It is not clear why you exclude amortization of
acquired intangible assets on the basis that it reflects a complete view of the operational
results, considering that these measures include revenue from core operations generated in
part by acquired assets. Please explain and revise your disclosures to more clearly
describe the nature of the amortization being excluded and why, and clarify that although
amortization of these acquired intangibles is being excluded, revenue generated from
these assets is not.
Reconciliation of Adjusted Results of Operations, page 10
3.Your non-GAAP reconciliations for the interim and annual periods appear to present non-
GAAP income statements. This presentation appears to be inconsistent with Question
102.10(c) of the Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures. Please advise, or revise to remove the current presentation and reconcile each
non-GAAP measure separately.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Keira Nakada at 202-551-3659 or Angela Lumley at 202-551-3398 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services