Attached files
| file | filename |
|---|---|
| EX-31.4 - EXHIBIT 31.4 - Evolent Health, Inc. | a123115exhibit314.htm |
| EX-31.3 - EXHIBIT 31.3 - Evolent Health, Inc. | a123115exhibit313.htm |
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
WASHINGTON, D.C. 20549 |
_________________________ |
FORM 10-K/A |
_________________________ |
(Amendment No. 1) |
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2015
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-37415
_________________________
Evolent Health, Inc.
(Exact name of registrant as specified in its charter)
_________________________
Delaware | 32-0454912 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
800 N. Glebe Road, Suite 500, Arlington, Virginia | 22203 |
(Address of principal executive offices) | (Zip Code) |
(571) 389-6000
Registrant’s telephone number, including area code
_________________________
Securities registered pursuant to section 12(b) of the Act: | ||
Title of each class | Name of each exchange on which registered | |
Class A Common Stock, par value $0.01 per share | New York Stock Exchange | |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 12 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant (based on the closing price of the shares on the New York Stock Exchange on such date) as of the last business day of the registrant’s most recently completed second fiscal quarter was $258.1 million.
As of February 25, 2016, there were 42,558,769 shares of the registrant’s Class A common stock outstanding and 17,524,596 shares of the registrant’s Class B common stock outstanding.
Documents Incorporated by Reference
Selected portions of the Proxy Statement for the Annual Meeting of Shareholders, scheduled for June 14, 2016, have been incorporated by reference into Part III of this Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2015.
————————————————————————————————————————————————————————
EXPLANATORY NOTE
Evolent Health, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to amend Item 15 of Part IV of its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission (the “SEC”) on February 29, 2016 (the “Original Filing”). This Amendment No. 1 incorporates by reference certain exhibits which were inadvertently omitted from the Form 10-K, but had been previously filed with the SEC as exhibits to the Company’s Registration Statement on Form S-1 (file number 333-203852), declared effective on June 4, 2015. In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the Company has set forth the text of Item 15, as amended, in its entirety. Part IV of the Original Filing is also amended to add new certifications in accordance with Rule 13a-14(a) of the Exchange Act.
No revisions or amendments have been made to any portion of the Original Filing other than Item 15 of Part IV. This Amendment No. 1 does not otherwise update information in the Original Filing to reflect facts or events occurring subsequent to the date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) | The following financial statements of the registrant and report of independent registered public accounting firm are included in Item 8 of the Original Filing: |
Report of Independent Registered Public Accounting Firm* |
Consolidated Balance Sheets* |
Consolidated Statements of Operations* |
Consolidated Statements of Cash Flows* |
Consolidated Statements of Changes in Shareholders' Equity (Deficit) and Redeemable Stock* |
Notes to Consolidated Financial Statements* |
* Previously filed with the Original Filing
(2) | The audited financial statements of Evolent Health LLC required by Rule 3-09 of Regulation S-X were provided as Exhibit 99.1 to the Original Filing and incorporated herein by reference.* |
* Previously filed with the Original Filing
(3) | All financial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission either have been included in the financial statements referenced in Item 15(a)(1) above, are not required under the related instructions, or are not applicable and therefore have been omitted. |
(4) | The Exhibits are listed in the Index to Exhibits beginning on page E-1, which is incorporated herein by reference. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.
Evolent Health, Inc. | ||
By: | /s/ Nicholas McGrane | |
Name: | Nicholas McGrane | |
Title: | Chief Financial Officer | |
Dated: April 1, 2016
3
EVOLENT HEALTH, INC.
Exhibit Index
Exhibit No. | Description | |
3.1 | Amended and Restated Certificate of Incorporation of Evolent Health, Inc., filed as Exhibit 3.1 to the Company’s | |
Report on Form 8-K filed with the SEC on June 10, 2015, and incorporated herein by reference | ||
3.2 | Amended and Restated By-laws of Evolent Health, Inc., filed as Exhibit 3.2 to the Company’s Report on Form 8-K | |
filed with the SEC on June 10, 2015, and incorporated herein by reference | ||
4.1 | Form of Class A common stock certificate, filed as Exhibit 4.1 to Amendment No. 1 to the Company’s Registration | |
Statement on Form S-1 filed with the SEC on May 18, 2015, and incorporated herein by reference | ||
4.2 | Registration Rights Agreement, dated as of June 4, 2015, by and among Evolent Health, Inc., TPG Growth II BDH, | |
L.P., TPG Eagle Holdings, L.P., UPMC, The Advisory Board Company and Ptolemy Capital, LLC, filed as | ||
Exhibit 4.1 to the Company’s Report on Form 8-K filed with the SEC on June 10, 2015, and incorporated herein by | ||
reference | ||
10.1 | Second Amended and Restated Operating Agreement of Evolent Health LLC, dated as of January 6, 2014, filed as | |
Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 5, 2015, and | ||
incorporated herein by reference | ||
10.2 | Third Amended and Restated Operating Agreement of Evolent Health LLC, dated June 4, 2015, filed as Exhibit | |
10.3 to the Company’s Report on Form 8-K filed with the SEC on June 10, 2015, and incorporated herein by | ||
reference | ||
10.3 | Income Tax Receivables Agreement, dated as of June 4, 2015, by and among Evolent Health, Inc., Evolent | |
Health LLC and certain stockholders of Evolent Health, Inc., filed as Exhibit 10.4 to the Company’s Report on | ||
Form 8-K filed with the SEC on June 10, 2015, and incorporated herein by reference | ||
10.4 | Exchange Agreement, dated June 4, 2015, by and among Evolent Health, Inc., Evolent Health LLC, TPG Eagle | |
Holdings, L.P., The Advisory Board Company and Ptolemy Capital, LLC, filed as Exhibit 10.2 to the Company’s | ||
Report on Form 8-K filed with the SEC on June 10, 2015, and incorporated herein by reference | ||
10.5 | Amended and Restated Master Investors’ Rights Agreement among Evolent Health Holdings, Inc., Evolent | |
Health LLC and the Investors named herein, dated as of January 6, 2014, filed as Exhibit 10.6 to the Company’s | ||
Registration Statement on Form S-1 filed with the SEC on May 5, 2015, and incorporated herein by reference | ||
10.6 | Stockholders Agreement, dated as of June 4, 2015, by and among Evolent Health, Inc., TPG Growth II BHD, L.P., | |
TPG Eagle Holdings, L.P., UPMC and the Advisory Board Company, filed as Exhibit 10.1 to the Company’s | ||
Report on Form 8-K filed with the SEC on June 10, 2015, and incorporated herein by reference | ||
10.7 | + | VPHealth, Inc. 2011 Equity Incentive Plan, filed as Exhibit 10.8 to the Company’s Registration on Form S-1 filed |
with the SEC on May 5, 2015, and incorporated herein by reference | ||
10.8 | + | Amendment No. 1 to the Evolent Health, Inc. 2011 Equity Incentive Plan, filed as Exhibit 10.9 to the Company’s |
Registration Statement on Form S-1 filed with the SEC on May 5, 2015, and incorporated herein by reference | ||
10.9 | + | Evolent Health, Inc. 2015 Omnibus Equity Incentive Plan, filed as Exhibit 10.9 to Amendment No. 1 to the |
Company’s Registration Statement on Form S-1 filed with the SEC on May 18, 2015, and incorporated herein by | ||
reference | ||
10.10 | + | Form of Executive Officer Option Award Agreement under the Evolent Health, Inc. 2015 Omnibus Incentive |
Compensation Plan, filed as Exhibit 10.5 to the Company’s Report on Form 8-K filed with the SEC on June 10, | ||
2015, and incorporated herein by reference | ||
10.11 | + | Form of Executive Officer Restricted Stock Unit Award Agreement under the Evolent Health, Inc. 2015 |
Omnibus Incentive Compensation Plan, filed as Exhibit 10.6 to the Company’s Report on Form 8-K filed with the | ||
SEC on June 10, 2015, and incorporated herein by reference | ||
10.12 | + | Form of Non-Employee Director Restricted Stock Unit Award Agreement under the Evolent Health, Inc., 2015 |
Omnibus Incentive Compensation Plan, filed as Exhibit 10.7 to the Company’s Report on Form 8-K filed with the | ||
SEC on June 10, 2015, and incorporated herein by reference | ||
10.13 | + | Form of Non-Qualified Stock Option Agreement under the Evolent Health, Inc. 2011 Equity Incentive Plan, |
filed as Exhibit 10.8 to the Company’s Report on Form 8-K filed with the SEC on June 10, 2015, and incorporated | ||
herein by reference | ||
10.14 | + | Consulting Agreement by and between Evolent Health LLC and NCP, Inc., dated as of March 12, 2014, filed as |
Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 5, 2015, and | ||
incorporated herein by reference | ||
10.15 | † | Amended and Restated HealthPlaNet Technology License Agreement between UPMC and Evolent Health, Inc., |
E-1
dated as of June 27, 2013, filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed with | ||
the SEC on May 5, 2015, and incorporated herein by reference | ||
10.16 | † | Amended and Restated Intellectual Property License and Development Services Agreement between UPMC and |
Evolent Health, Inc., dated as of June 27, 2013, filed as Exhibit 10.13 to the Company’s Registration Statement on | ||
Form S-1 filed with the SEC on May 5, 2015, and incorporated herein by reference | ||
10.17 | † | Second Amended and Restated Reseller, Services and Non-Competition Agreement between UPMC Health |
Plan, Inc. and Evolent Health, Inc., dated as of June 27, 2013, filed as Exhibit 10.14 to the Company’s Registration | ||
Statement on Form S-1 filed with the SEC on May 5, 2015, and incorporated herein by reference | ||
10.18 | Amended and Restated Intellectual Property License and Data Access Agreement by and between The Advisory | |
Board Company and Evolent Health, Inc., dated as of June 27, 2013, filed as Exhibit 10.15 to the Company’s | ||
Registration Statement on Form S-1 filed with the SEC on May 5, 2015, and incorporated herein by reference | ||
10.19 | Amended and Restated Services, Reseller and Non-Competition Agreement by and between The Advisory Board | |
Company and Evolent Health, Inc., dated as of June 27, 2013, filed as Exhibit 10.16 to the Company’s Registration | ||
Statement on Form S-1 filed with the SEC on May 5, 2015, and incorporated herein by reference | ||
10.20 | † | First Amendment to the Amended and Restated Services, Reseller and Non-Competition Agreement by and between |
The Advisory Board Company and Evolent Health LLC, dated as of May 1, 2015, filed as Exhibit 10.17 to the | ||
Company’s Registration Statement on Form S-1 filed with the SEC on May 5, 2015 and incorporated herein by | ||
reference | ||
10.21 | Deed of Lease by and between North Glebe Office, L.L.C. and Evolent Health, Inc., dated as of July 31, 2012, filed | |
as Exhibit 10.18 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 5, 2015, and | ||
incorporated herein by reference | ||
10.22 | First Amendment to Deed of Lease by and between North Glebe Office, L.L.C. and Evolent Health, Inc., dated as | |
of March 1, 2013, filed as Exhibit 10.19 to the Company’s Registration Statement on Form S-1 filed with the SEC | ||
on May 5, 2015, and incorporated herein by reference | ||
10.23 | Second Amendment to Deed of Lease by and between North Glebe Office, L.L.C. and Evolent Health, Inc., dated as | |
of April 1, 2014, filed as Exhibit 10.20 to the Company’s Registration Statement on Form S-1 filed with the SEC | ||
on May 5, 2015, and incorporated herein by reference | ||
10.24 | Form of Director Indemnification Agreement, filed as Exhibit 10.20 to Amendment No. 2 to the Company’s | |
Registration Statement on Form S-1 filed with the SEC on May 26, 2015, and incorporated herein by reference | ||
21.1 | Subsidiaries of Evolent Health, Inc., filed as Exhibit 21.1 to Amendment No. 1 to the Company’s Registration | |
Statement on Form S-1 filed with the SEC on May 18, 2015 and incorporated herein by reference | ||
23.1 | * | Consent of Independent Registered Public Accounting Firm |
31.1 | * | Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | * | Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 |
31.3 | Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 | |
31.4 | Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 | ** | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 |
of the Sarbanes-Oxley Act of 2002 | ||
32.2 | ** | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 |
of the Sarbanes-Oxley Act of 2002 | ||
99.1 | * | Audited Financial Statements of Evolent Health LLC |
101.INS | * | XBRL Instance Document |
101.SCH | * | XBRL Taxonomy Extension Schema Document |
101.CAL | * | XBRL Taxonomy Extension Calculation Linkbase Document |
101.LAB | * | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | * | XBRL Taxonomy Extension Presentation Linkbase Document |
101.DEF | * | XBRL Taxonomy Extension Definition Linkbase Document |
* Previously filed with the Original Filing.
** Previously furnished with the Original Filing.
+ Constitutes a management contract or compensatory plan or arrangement.
† The Company’s request for confidential treatment with respect to certain portions of this exhibit has been accepted.
E-2