AP NEWS

Inovalon Reports Second Quarter 2018 Results

August 1, 2018

Second Quarter 2018 Highlights

-- Second quarter revenue of $152.8 million -- Second quarter net loss of $10.5 million, resulting in net loss of $0.07 per share -- Second quarter Non-GAAP net income of $19.3 million, resulting in Non-GAAP net income of $0.13 per share -- Second quarter Adjusted EBITDA of $52.8 million, resulting in Adjusted EBITDA margin of 34.6% -- Reaffirming full-year 2018 revenue, increasing Adjusted EBITDA and Non-GAAP EPS, and updating other guidance

Please refer to our Second Quarter 2018 Earnings Presentation Supplement available at http://investors.inovalon.com for additional information, including slides pertaining to new Platform offerings, financial details, and other matters that will be referenced during the Company’s conference call.

BOWIE, Md., Aug. 01, 2018 (GLOBE NEWSWIRE) -- Inovalon (Nasdaq: INOV), a leading technology company providing advanced, cloud-based platforms empowering data-driven healthcare, today announced financial results for the second quarter of 2018.

“Inovalon executed well across several important initiatives in the second quarter of 2018, delivering strong financial results and further expanding our platform capabilities, differentiation, and adoption in the marketplace,” said Keith Dunleavy, M.D., Inovalon’s chief executive officer and chairman of the board. “The progress achieved in the period was the result of a longstanding focus on innovation, great client partner relationships, a discipline towards cost efficiencies, and a tremendous effort from the entire Inovalon team as we execute on our vision to empower data-driven healthcare.”

Second Quarter 2018 Financial Results

-- Revenue for the second quarter of 2018 was $152.8 million, a year-over-year increase of 38% compared with $110.6 million for the second quarter of 2017, and a sequential increase of 65% compared with $92.8 million for the first quarter of 2018. -- Cost of revenue for the second quarter of 2018 was $39.0 million, or 25.5% of revenue, compared with $37.2 million, or 33.6% of revenue for the second quarter of 2017, and $33.5 million, or 36.1% of revenue for the first quarter of 2018. This equates to gross margin for the second quarter of 2018 of 74.5%, a year-over-year increase of 810 basis points compared with 66.4% for the second quarter of 2017, and a sequential increase of 1,060 basis points compared with 63.9% for the first quarter of 2018. -- Net loss for the second quarter of 2018 was $10.5 million, resulting in net loss of $0.07 per share, compared with net income of $5.5 million and diluted net income of $0.04 per share, respectively, for the second quarter of 2017, and a net loss of $16.8 million and net loss of $0.12 per share, respectively, for the first quarter of 2018. Net loss for the second quarter of 2018 includes a one-time restructuring expense of $9.5 million. -- Adjusted EBITDA for the second quarter of 2018 was $52.8 million, a year-over-year increase of 90% compared with $27.7 million for the second quarter of 2017, and a sequential increase of 571% compared with $7.9 million for the first quarter of 2018. Adjusted EBITDA margin for the second quarter of 2018 was 34.6%, a year-over-year increase of 950 basis points compared with 25.1% for the second quarter of 2017, and a sequential increase of 2,610 basis points compared with 8.5% for the first quarter of 2018. -- Non-GAAP net income for the second quarter of 2018 was $19.3 million, resulting in Non-GAAP net income per share of $0.13, increases of 64% and 63%, respectively, compared with $11.8 million and $0.08 per share, respectively, for the second quarter of 2017, and Non-GAAP net loss of $5.0 million and a Non-GAAP net loss of $0.04 per share, respectively, for the first quarter of 2018. -- Net cash provided by operating activities for the first six months of 2018 was $20.1 million, compared with $41.1 million for the first six months of 2017.

“During the second quarter, the Company executed well across a complex set of initiatives involving nearly every facet of the business,” said Jonathan Boldt, vice president of finance and interim chief financial officer of Inovalon. “The combination of an increasing number of growth engines within the Company and the successful realization of multiple margin improvement initiatives combined to produce strong financial results for the quarter. As we move forward through the balance of the year, we remain dedicated to disciplined execution of our strategic initiatives.”

Adjusted EBITDA, Adjusted EBITDA margin, and Non-GAAP net income are Non-GAAP measures. Net income is the GAAP financial measure most directly comparable to Adjusted EBITDA and Non-GAAP net income. Reconciliations of net income to Adjusted EBITDA and Non-GAAP net income, identifying the differences between net income and each of these Non-GAAP financial measures, are included in this press release after the consolidated financial statements.

Key Highlights

-- ABILITY Integration. Integration of ABILITY Network progressed well during the second quarter with strong combined team engagement. In addition to achieving cost synergies in-line with previously projected targets and timelines, significant benefits are also being realized through expanded management strength and the application of several strong best-practices resident within ABILITY. Multiple additional new synergy product offerings and capability enhancements are progressing well at various stages of the go-to-market process with in-year launches expected. -- Continued Innovation. During the second quarter, the Company continued to advance the capabilities and offerings empowered through the Inovalon ONE® Platform. Direct EHR connectivity, even before the addition of connectivity gained through ABILITY, expanded to more than 185,000 unique physicians. This reflects a year-over-year increase of more than 70%, further increasing the market value and supporting adoption and growth of the Company’s recently released Clinical Data Extraction as a Service (CDEaaS™) solution. Additionally, the completion of a two-year development project produced the capability referred to as Elastic Container Technology, or ECT™ (as announced by the Company on July 26, 2018), enabling significant expansion in cloud-based computational speed, elasticity, resiliency, and scalability, while also reducing related technology operating costs materially. -- Inovalon ONE® Platform Adoption. During the second quarter, the Company saw continued expansion of interest and adoption of cloud-based SaaS solutions enabled by the Inovalon ONE® Platform. Both of the most recent announced platform offerings, specifically CDEaaS™ and ScriptMed™ Cloud, announced on April 10, 2018 and May 8, 2018 respectively, achieved multiyear contract wins during the quarter. Most notable was the five-year engagement to implement ScriptMed™ Cloud announced with AllianceRx Walgreens Prime (ARxWP) to support all ARxWP Specialty Pharmacy operations. Specialty Pharmacy is the fastest growing segment of the healthcare ecosystem, growing rapidly from approximately $178 billion in 2015 to a projected $282 billion by 2020 according to industry analysts. ScriptMed™ Cloud brings to this marketplace a cloud native, SaaS-based solution empowering a new generation of data-driven specialty pharmacy capabilities, delivering increased efficiency, lower operating costs, and improved patient outcomes and experience. -- Expanding Efficiencies and Profitability. During the second quarter, Inovalon executed a broad range of efficiency-enhancement and cost-reduction initiatives, both as part of its ongoing margin expansion goals, as well as related to the recent acquisition and ongoing integration of ABILITY. Key to these were a focus on increasing automation, further expansion of industry connectivity, and cost reduction actions to consolidate facilities and eliminate redundant functions. Reflecting the cost reduction actions, a one-time restructuring expense of $9.5 million was incurred during the period. In addition to the aforementioned cost efficiency initiatives, the ongoing expansion of the Company’s technology-enabled capabilities resulted in a continued positive product mix shift towards high-value SaaS offerings. The combined benefits of these factors can be seen in the Company’s strong margin performance in the second quarter of 2018, as well as in the strong financial performance expected going forward in 2018.

Other Financial Data and Key Metrics

The following constitute other financial data and key metrics which are presented quarterly.

-- Growth of Datasets: At June 30, 2018, the MORE2 Registry® dataset contained more than 252 million unique patient counts and 39 billion medical event counts, increases of 10% and 31%, respectively, compared with June 30, 2017. Data resulting from the integration with ABILITY is not yet reflected within the MORE2 Registry® dataset and is therefore not reflected within the aforementioned data metrics as of this date. -- Investment in Innovation: For the quarter ended June 30, 2018, Inovalon’s ongoing investment supporting innovations in advanced, cloud-based platforms empowering data-driven healthcare was $19.6 million, or 12% of revenue, a decrease of $2.3 million, or 10%, compared to the prior year period. -- Analytical Process Count Growth: Inovalon’s trailing 12-month Patient Analytics Months (PAM) count, which the Company believes is indicative of the Company’s overall level of analytical activity, grew to 46.2 billion as of June 30, 2018, an increase of 48% as compared with June 30, 2017.

Please see the Company’s filings with the Securities and Exchange Commission (“SEC”) for further detail regarding the preceding other financial data and key metrics.

Shares Outstanding

As of July 20, 2018, the Company had 72.1 million shares of Class A common stock outstanding and 80.6 million shares of Class B common stock outstanding.

2018 Financial Guidance

The Company is updating full-year 2018 financial guidance to reflect: 1) expenses incurred from one-time restructuring initiatives undertaken during the second quarter of 2018, 2) increased fair-value contingent consideration in the setting of strong performance during the second quarter of 2018, 3) increased non-cash intangible asset amortization expense associated with the purchase accounting related to the ABILITY acquisition, 4) increased capital expenditures in response to increased business engagements, and 5) the increased Non-GAAP profitability of the Company.

Financial Metric Updated Guidance Range Previous Guidance Range Provided August 1, 2018 Provided May 8, 2018 ----------------------------------------- ------------------------------ ----------------------------- Revenue $568 million to $593 million $568 million to $593 million Net (loss) income(1) ($24 million) to ($18 million) ($13 million) to ($5 million) Non-GAAP net income $50 million to $58 million $46 million to $55 million Adjusted EBITDA $166 million to $176 million $163 million to $174 million Net cash provided by operating activities $90 million to $100 million $90 million to $100 million Non-GAAP net cash provided by operating $104 million to $115 million $104 million to $115 million activities Capital expenditure(2) $55 million to $60 million $50 million to $55 million Diluted net (loss) income per share ($0.16) to ($0.12) ($0.09) to ($0.03) Non-GAAP diluted net income per share $0.34 to $0.40 $0.32 to $0.38

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GAAP net (loss)/income includes estimated: one-time restructuring costs of $9.5 million, (1) acquisition-related contingent consideration expense of $14.0 million, transaction costs of $7.0 million, non-recurring integration costs of $7.5 million, and intangible asset amortization of $45.0 million. (2) Capital expenditure is defined as the sum of purchases of property and equipment and investment in capitalized software.

Additional assumptions made within the Company’s 2018 guidance are as follows:

-- While changes in the stock price could change the fully diluted share count, under the treasury stock method, 2018 guidance assumes 146 million weighted average diluted shares. -- 2018 guidance assumes an effective tax rate of approximately 30% for the full year.

Reconciliations of net income, the GAAP financial measure most directly comparable to Adjusted EBITDA and Non-GAAP net income, and of net cash provided by operating activities, the GAAP financial measure most directly comparable to Non-GAAP net cash provided by operating activities, identifying the differences between each of these Non-GAAP financial measures and the most directly comparable GAAP financial measure, are included in this press release after the consolidated financial statements.

Conference Call

Inovalon will host a conference call to discuss its second quarter 2018 results at 5:00 p.m. Eastern Time today. To participate in Inovalon’s conference call, please dial (855) 783-2604, conference ID 4078088; international callers should dial (631) 485-4882 using the same conference ID. A replay will be available on Inovalon’s investor relations website (http://investors.inovalon.com).

Please refer to our Second Quarter 2018 Earnings Presentation Supplement available at http://investors.inovalon.com for additional information, including slides pertaining to new Platform offerings, financial details, and other matters that will be referenced during the Company’s conference call.

About the Inovalon ONE® Platform

The Inovalon ONE® Platform is an integrated cloud-based platform of more than 80 individual proprietary technology toolsets and deep data assets able to be rapidly configured to empower the operationalization of large-scale, data-driven healthcare initiatives. Each proprietary technology toolset is referred to as a Component, which are grouped into Modules, and informed by the data of billions of medical events within Inovalon’s proprietary datasets. Combinations of Components and Modules are configured to empower highly differentiated solutions for client needs quickly and in a highly scalable fashion. The flexibility of the modular design of the Platform enables clients to integrate the capabilities of the Platform with their own internal capabilities or other third-party solutions. The Platform brings to the marketplace a highly extensible, national-scale capability to interconnect with the healthcare ecosystem on a massive scale, aggregate and analyze data in petabyte volumes, arrive at sophisticated insights in real-time, and drive meaningful impact wherever it is analytically identified best to intervene and intuitively visualize data and information to inform business strategy and execution.

About Inovalon

Inovalon is a leading technology company providing cloud-based platforms empowering data-driven healthcare. Through the Inovalon ONE® Platform, Inovalon brings to the marketplace a national-scale capability to interconnect with the healthcare ecosystem, aggregate and analyze data in real-time, and empower the application of resulting insights to drive meaningful impact at the point of care. Leveraging its platform, unparalleled proprietary data sets, and industry-leading subject matter expertise, Inovalon enables better care, efficiency, and financial performance across the healthcare ecosystem. From health plans and provider organizations, to pharmaceutical, medical device, and diagnostics companies, Inovalon’s unique achievement of value is delivered through the effective progression of “Turning Data into Insight, and Insight into Action®.” Providing technology that supports a client base approaching 500 healthcare organizations, Inovalon’s platforms and analytics are informed by data pertaining to more than 943,000 physicians, 499,000 clinical facilities, 252 million Americans, and 39 billion medical events. For more information, visit www.inovalon.com.

Forward Looking Statements

Certain statements contained in this press release constitute forward-looking statements within the meaning of, and are intended to be covered by the safe harbor provisions of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release other than statements of historical fact, including but not limited to statements regarding the roll-out of any product or capability, the timing, performance characteristics and utility of any such product or capability, and the impact of any such product or capability on the healthcare industry, future results of operations and financial position, business strategy and plans, market growth, and objectives for future operations, are forward-looking statements. The words “believe,” “may,” “see,” “will,” “estimate,” “continue,” “anticipate,” “assume,” “intend,” “expect,” “project,” “look forward,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements regarding the expected benefits and impact of the combination of Inovalon and ABILITY, expectations about future business plans, prospective performance and opportunities, strategies and business plans, expectations regarding future results, expectations regarding the size of our datasets, and financial guidance for 2018. Inovalon has based these forward-looking statements largely on current expectations and projections about future events and trends that may affect financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs as of the date of this press release. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, which could cause the future events and trends discussed in this press release not to occur and could cause actual results to differ materially and adversely from those anticipated or implied in the forward-looking statements.

These risks, uncertainties, and assumptions include, among others: the Company’s ability to continue and manage growth, including successfully integrating ABILITY; ability to grow the client base, retain and renew the existing client base and maintain or increase the fees and activity with existing clients; the effect of the concentration of revenue among top clients; the ability to innovate new services and adapt platforms and toolsets; the ability to successfully implement growth strategies, including the ability to expand into adjacent verticals, such as direct to consumer, growing channel partnerships, expanding internationally and successfully pursuing acquisitions; the ability to successfully integrate our acquisitions and the ability of the acquired business to perform as expected; the successful implementation and adoption of new platforms and solutions, including the Inovalon ONE® Platform, ScriptMed™ Cloud, Clinical Data Extraction as a Service (CDEaaS™), Natural Language Processing as a Service (NLPaaS™), and Elastic Container Technology (ECT™); the possibility of technical, logistical or planning issues in connection with the Company’s investment in and successful deployment of the Company’s products, services and technological advancements; the ability to enter into new agreements with existing or new platforms, products and solutions in the timeframes expected, or at all; the impact of pending M&A activity in the managed care industry, including potential positive or negative impact on existing contracts or the demand for new contracts; the effects of and costs associated with compliance with regulations applicable to the Company, including regulations relating to data protection and data privacy; the effects of changes in tax laws in the jurisdictions in which we operate, including the Tax Cuts and Jobs Act of 2017; the ability to protect the privacy of clients’ data and prevent security breaches; the effect of competition on the business; the timing, size and effect of business realignment and restructuring charges; and the efficacy of the Company’s platforms and toolsets. Additional information is also set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 21, 2018, included under the heading Item 1A, “Risk Factors,” and in subsequent filings with the SEC. The Company is under no duty to, and disclaims any obligation to, update any of these forward-looking statements after the date of this press release or conform these statements to actual results or revised expectations, except as required by law.

Use of Non-GAAP Financial Measures

In the Company’s earnings releases, prepared remarks, conference calls, slide presentations and webcasts, there may be use or discussion of non-GAAP financial measures. The GAAP financial measure most directly comparable to each non-GAAP financial measure used or discussed, and a reconciliation of the differences between the comparable GAAP financial measure and each non-GAAP financial measure are included in this press release after the consolidated financial statements.

Inovalon Holdings, Inc. Consolidated Statements of Operations (unaudited) (In thousands, except per-share amounts) Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 ----------- ----------- ----------- ----------- Revenue $ 152,798 $ 110,578 $ 245,553 $ 218,884 Expenses: Cost of revenue(1) 39,015 37,198 72,506 75,483 Sales and marketing(1) 12,045 8,849 19,947 16,436 Research and development(1) 7,545 7,282 13,966 15,070 General and administrative(1) 60,174 35,874 109,570 71,719 Depreciation and amortization 26,906 12,479 43,286 24,964 Restructuring expense 9,464 — 9,464 — --------- - --------- - --------- - --------- - Total operating expenses 155,149 101,682 268,739 203,672 --------- - --------- - --------- - --------- - (Loss) Income from operations (2,351 ) 8,896 (23,186 ) 15,212 --------- - --------- - --------- - --------- - Other income and (expenses): Realized losses on short-term investments — — (1,035 ) — Loss on disposal of equipment (382 ) (138 ) (467 ) (138 ) Loss on extinguishment of debt (129 ) — (129 ) — Interest income 154 1,342 1,549 2,680 Interest expense (15,568 ) (1,519 ) (17,450 ) (2,932 ) (Loss) Income before taxes (18,276 ) 8,581 (40,718 ) 14,822 (Benefit from) Provision for income taxes (7,810 ) 3,095 (13,418 ) 5,694 Net (loss) income $ (10,466 ) $ 5,486 $ (27,300 ) $ 9,128 - ------- - - ------- - - ------- - - ------- - Net (loss) income attributable to common stockholders, $ (10,466 ) $ 5,338 $ (27,300 ) $ 8,913 basic and diluted - ------- - - ------- - - ------- - - ------- - Net (loss) income per share attributable to common stockholders, basic and diluted: Basic net (loss) income per share $ (0.07 ) $ 0.04 $ (0.19 ) $ 0.06 - ------- - - ------- - - ------- - - ------- - Diluted net (loss) income per share $ (0.07 ) $ 0.04 $ (0.19 ) $ 0.06 - ------- - - ------- - - ------- - - ------- - Weighted average shares of common stock outstanding: Basic 147,181 142,632 143,301 143,680 --------- - --------- - --------- - --------- - Diluted 147,181 143,072 143,301 144,123 --------- - --------- - --------- - --------- -

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(1) Includes stock-based compensation expense as follows: Cost of revenue $ (87 ) $ 410 $ 53 $ 715 Sales and marketing (401 ) 505 68 895 Research and development 330 307 958 580 General and administrative 2,802 2,525 5,313 5,154 Total stock-based compensation expense $ 2,644 $ 3,747 $ 6,392 $ 7,344 - ----- - - ----- - ----- - -----

Inovalon Holdings, Inc. Consolidated Balance Sheets (unaudited) June 30, December (In thousands, except share and par value amounts) 2018 31, 2017 ------------- ----------- ASSETS Current assets: Cash and cash equivalents $ 68,007 $ 208,944 Short-term investments 15,674 267,288 Accounts receivable (net of allowances of $3,788 and $2,038 at June 30, 2018 and 114,121 90,054 December 31, 2017, respectively) Prepaid expenses and other current assets 17,982 10,441 Income tax receivable 12,868 11,987 ----------- - --------- - Total current assets 228,652 588,714 Non-current assets: Property, equipment and capitalized software, net 139,626 125,768 Goodwill 934,693 184,932 Intangible assets, net 584,678 89,326 Other assets 17,034 6,338 Total assets $ 1,904,683 $ 995,078 - --------- - - ------- - LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 27,033 $ 34,109 Accrued compensation 18,602 18,592 Other current liabilities 41,325 15,277 Deferred revenue 18,195 6,954 Deferred rent 540 1,818 Credit facilities 9,800 45,000 Capital lease obligation 1,796 336 ----------- - --------- - Total current liabilities 117,291 122,086 Non-current liabilities: Credit facilities, less current portion 940,038 191,250 Capital lease obligation, less current portion 14,940 12,109 Deferred rent, less current portion 2,838 219 Other liabilities 20,029 — Deferred income taxes 115,624 26,642 Total liabilities 1,210,760 352,306 ----------- - --------- - Commitments and contingencies Stockholders’ equity: Common stock, $0.000005 par value, 900,000,000 shares authorized, zero shares — — issued and outstanding at each of June 30, 2018 and December 31, 2017, respectively Class A common stock, $0.000005 par value, 750,000,000 shares authorized; 86,592,250 shares issued and 71,972,075 shares outstanding at June 30, 2018; — — 77,588,018 shares issued and 62,967,843 shares outstanding at December 31, 2017 Class B common stock, $0.000005 par value, 150,000,000 shares authorized; 80,608,685 shares issued and outstanding at June 30, 2018; 80,957,495 shares issued 1 1 and outstanding at December 31, 2017 Preferred stock, $0.0001 par value, 100,000,000 shares authorized, zero shares — — issued and outstanding at June 30, 2018 and December 31, 2017, respectively Additional paid-in-capital 611,035 534,159 Retained earnings 282,335 308,905 Treasury stock, at cost, 14,620,175 shares at June 30, 2018 and December 31, 2017, (199,817 ) (199,817 ) respectively Other comprehensive loss 369 (476 ) ----------- - --------- - Total stockholders’ equity 693,923 642,772 Total liabilities and stockholders’ equity $ 1,904,683 $ 995,078 - --------- - - ------- -

Inovalon Holdings, Inc. Consolidated Statements of Cash Flows (unaudited) (In thousands) Six Months Ended June 30, 2018 2017 ----------- ----------- Cash flows from operating activities: Net (loss) income $ (27,300 ) $ 9,128 Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation expense 6,392 7,344 Depreciation 25,638 17,442 Amortization of intangibles 17,648 7,522 Amortization of premiums on short-term investments 264 1,017 Amortization of debt issuance costs and debt discount 1,024 — Deferred income taxes (13,151 ) (2,513 ) Restructuring expense, non-cash 8,583 — Loss on sale of short-term investments 1,035 — Loss on disposal of equipment 467 138 Loss on extinguishment of debt 129 — Change in fair value of contingent consideration 8,700 — Changes in assets and liabilities: Accounts receivable (7,312 ) (10,107 ) Prepaid expenses and other current assets (3,222 ) 683 Income taxes receivable (330 ) 7,328 Other assets (5,727 ) (2,313 ) Accounts payable and accrued expenses (10,676 ) 5,660 Accrued compensation 2,336 112 Other current and non-current liabilities 9,592 114 Deferred rent 1,793 (446 ) Deferred revenue 4,241 10 Net cash provided by operating activities 20,124 41,119 --------- - --------- - Cash flows from investing activities: Maturities of short-term investments 87,901 105,245 Sales of short-term investments 161,772 — Purchases of property and equipment (16,476 ) (9,180 ) Investment in capitalized software (22,532 ) (15,394 ) Acquisition, net of cash acquired of $23,850 (1,082,740) — --------- - --------- - Net cash (used in) provided by investing activities (872,075 ) 80,671 --------- - --------- - Cash flows from financing activities: Repurchase of common stock — (45,173 ) Proceeds from credit facility borrowings, net of discount 965,300 — Repayment of credit facility borrowings (236,250 ) (15,000 ) Payments for debt issuance costs (18,269 ) — Proceeds from exercise of stock options 1,613 3,016 Capital lease obligations paid (311 ) (58 ) Tax payments for equity award issuances (1,069 ) (246 ) Net cash provided by (used in) financing activities 711,014 (57,461 ) --------- - --------- - (Decrease) Increase in cash and cash equivalents (140,937 ) 64,329 Cash and cash equivalents, beginning of period 208,944 127,683 Cash and cash equivalents, end of period $ 68,007 $ 192,012 - ------- - - ------- - Supplementary cash flow disclosure: Cash paid during the period for: Income taxes, net of refunds $ 107 $ 379 Interest 11,131 2,840 Non-cash investing activities: Capital lease obligations incurred 4,602 — Accruals for purchases of property, equipment 7,292 4,773 Accruals for investment in capitalized software 1,841 1,302 Acquisition consideration 83,580 —

Inovalon Holdings, Inc.Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (unaudited)

Inovalon defines Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) as net income or loss calculated in accordance with GAAP, adjusted for the impact of depreciation and amortization, realized losses on short-term investments, loss or gain on disposal of equipment, loss on debt extinguishment, interest income, interest expense, provision for income taxes, stock-based compensation, acquisition costs, restructuring expense, tax on equity exercises, and other non-comparable items. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue. A reconciliation of net income to Adjusted EBITDA follows:

(In thousands, except percentages) Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 ----------- ---------- ----------- ---------- Reconciliation of net (loss) income to Adjusted EBITDA: Net (loss) income $ (10,466 ) $ 5,486 $ (27,300 ) $ 9,128 Depreciation and amortization 26,906 12,479 43,286 24,964 Realized losses on short-term investments — — 1,035 — Loss on disposal of equipment 382 138 467 138 Loss on debt extinguishment 129 — 129 — Interest income (154 ) (1,342 ) (1,549 ) (2,680 ) Interest expense 15,568 1,519 17,450 2,932 (Benefit from) Provision for income taxes (7,810 ) 3,095 (13,418 ) 5,694 EBITDA 24,555 21,375 20,100 40,176 Stock-based compensation 2,644 3,747 6,392 7,344 Acquisition costs: Transaction costs 1,287 21 4,639 121 Integration costs 2,445 168 3,202 881 Contingent consideration accretion 8,500 1,300 8,700 1,300 Compensatory contingent consideration 1,229 (433 ) 1,787 497 Restructuring expense 9,464 — 9,464 — Tax on equity exercises — — — 32 Other non-comparable items(1) 2,680 1,552 6,392 2,332 Adjusted EBITDA $ 52,804 $ 27,730 $ 60,676 $ 52,683 - ------- - - ------ - - ------- - - ------ - Adjusted EBITDA margin 34.6 % 25.1 % 24.7 % 24.1 % --------- - -------- - --------- - -------- -

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Other “non-comparable items” include items that are not comparable across reporting periods or items that do not otherwise relate to the Company’s ongoing financial results, such as certain employee related (1) expenses attributable to advancements in automation and operational efficiencies, and legal expenses beyond those in the normal course of business. Non-comparable items are excluded from Adjusted EBITDA in order to more effectively assess the Company’s period over period and ongoing operating performance.

Inovalon Holdings, Inc.Non-GAAP net (loss) income (unaudited)

Inovalon defines Non-GAAP net income as net income or loss calculated in accordance with GAAP, adjusted to exclude tax-affected stock-based compensation expense, acquisition costs, restructuring expense, amortization of acquired intangible assets, tax on equity exercises, and other non-comparable items. The Company defines Non-GAAP basic net income per share as Non-GAAP net income divided by basic weighted average shares outstanding. The Company defines Non-GAAP diluted net income per share as Non-GAAP net income divided by diluted weighted average shares outstanding. A reconciliation of net income to Non-GAAP net income follows:

(In thousands, except per-share amounts) Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 ----------- ---------- ----------- ---------- Reconciliation of net (loss) income to Non-GAAP net income: Net (loss) income $ (10,466 ) $ 5,486 $ (27,300 ) $ 9,128 Stock-based compensation 2,644 3,747 6,392 7,344 Acquisition costs: Transaction costs 1,287 21 4,639 121 Integration costs 2,445 168 3,202 881 Contingent consideration accretion 8,500 1,300 8,700 1,300 Compensatory contingent consideration 1,229 (433 ) 1,787 497 Amortization of acquired intangible assets 13,797 3,761 17,648 7,535 Restructuring expense 9,464 — 9,464 — Tax on equity exercises — — — 32 Other non-comparable items(1) 2,680 1,552 6,392 2,332 Tax impact of add-back items (12,290 ) (3,826 ) (16,593 ) (7,716 ) Non-GAAP net income $ 19,290 $ 11,776 $ 14,331 $ 21,454 - ------- - - ------ - - ------- - - ------ - GAAP basic net (loss) income per share $ (0.07 ) $ 0.04 $ (0.19 ) $ 0.06 - ------- - - ------ - - ------- - - ------ - GAAP diluted net (loss) income per share $ (0.07 ) $ 0.04 $ (0.19 ) $ 0.06 - ------- - - ------ - - ------- - - ------ - Non-GAAP basic net income per share $ 0.13 $ 0.08 $ 0.10 $ 0.15 - ------- - - ------ - - ------- - - ------ - Non-GAAP diluted net income per share $ 0.13 $ 0.08 $ 0.10 $ 0.15 - ------- - - ------ - - ------- - - ------ - Weighted average shares of common stock outstanding: Basic 147,181 142,632 143,301 143,680 --------- - -------- - --------- - -------- - Diluted 147,332 143,072 143,540 144,123 --------- - -------- - --------- - -------- -

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Other “non-comparable items” include items that are not comparable across reporting periods or items that do not otherwise relate to the Company’s ongoing financial results, such as certain employee related (1) expenses attributable to advancements in automation and operational efficiencies, and legal expenses beyond those in the normal course of business. Non-comparable items are excluded from Non-GAAP net income in order to more effectively assess the Company’s period over period and ongoing operating performance.

Inovalon Holdings, Inc.Key Metrics (unaudited)

The Company believes the key metrics illustrated in the tables below are indicative of its overall level of analytical activity and its underlying growth in the business. Data resulting from the integration with ABILITY Network is not yet reflected within the MORE2 Registry® dataset and is therefore not reflected within the related data metrics below as of this date.

June 30, (In thousands) 2018 2017 ----------- ----------- MORE2 Registry® dataset metrics Unique patient count(1)(4) 252,603 230,000 Medical event count(2)(4) 39,333,463 30,000,000 Trailing 12 month Patient Analytics Months (PAM)(3) 46,152,155 31,226,926

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(1) Unique patient count is defined as each unique, longitudinally matched, de-identified natural person represented in the MORE2 Registry® as of the end of the period presented. Medical event count is defined as the total number of discrete medical events as of the end of the period (2) presented (for example, a discrete medical event typically results from the presentation of a patient to a physician for the diagnosis of diabetes and congestive heart failure in a single visit, the presentation of a patient to an emergency department for chest pain, etc.). Patient Analytics Months, or PAM, is defined as the sum of the analytical processes performed on each respective patient within patient populations covered by clients under contract. As used in the metric, an (3) “analytical process” is a distinct set of data calculations undertaken by the Company which is initiated and completed within the Company’s platform solutions to examine a specific question such as whether a patient is believed to have a condition such as diabetes, or worsening of the disease, during a specific time period. At the end of the year-ago quarter, specifically as of June 30, 2017, the Company was processing large (4) unique patient count and medical event count dataset transmissions. For this reason, June 30, 2017 unique patient count and medical event count amounts vary from historical calculation methodologies, and represent estimates pending final MORE2 Registry® dataset incorporation and processing.

Inovalon Holdings, Inc.Investment in Innovation (unaudited)

The Company’s business model is based upon the ability to deliver value to clients through the combination of advanced, cloud-based data analytics and data-driven intervention platforms focused on the achievement of meaningful and measurable improvements in clinical quality outcomes and financial performance in healthcare. The Company’s ability to deliver this value is dependent in part on the ability to continue to innovate, design new capabilities, and bring these capabilities to market in an enterprise scale. The Company’s continued ability to innovate the platform and bring differentiated capabilities to market is an important aspect of the Company’s business success. The Company’s investment in innovation includes costs for research and development, capitalized software development, and expenditures related to hardware and software platforms on which data analytics and data-driven interventions capabilities are deployed as summarized below.

Three Months Ended Six Months Ended June 30, June 30, (In thousands, except percentages) 2018 2017 2018 2017 ---------- ---------- ---------- ---------- Investment in Innovation: Research and development(1) $ 7,545 $ 7,282 $ 13,966 $ 15,070 Capitalized software development(2) 11,366 8,793 21,662 14,933 Research and development infrastructure investments(3) 727 5,828 9,492 9,586 Total investment in innovation $ 19,638 $ 21,903 $ 45,120 $ 39,589 - ------ - - ------ - - ------ - - ------ - As a percentage of revenue Research and development(1) 5 % 7 % 6 % 7 % Capitalized software development(2) 7 % 8 % 9 % 7 % Research and development infrastructure investments(3) — % 5 % 4 % 4 % Total investment in innovation 12 % 20 % 19 % 18 % -------- - -------- - -------- - -------- -

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(1) Research and development primarily includes employee costs related to the development and enhancement of the Company’s service offerings. (2) Capitalized software development includes capitalized costs incurred to develop and enhance functionality for the Company’s data analytics and data-driven intervention platforms. (3) Research and development infrastructure investments include strategic expenditures related to hardware and software platforms under development or enhancement.

Inovalon Holdings, Inc.Forward-Looking Guidance Adjusted EBITDA (unaudited)

Guidance Range ---------------- Year Ending December 31, 2018 (In millions) Low High ------- ------- Reconciliation of Forward-Looking Guidance Net Income to Adjusted EBITDA: Net (loss) income $ (24 ) $ (18 ) Depreciation and amortization 96 96 Interest expense 49 49 Interest income (2 ) (2 ) Realized losses on short-term investments 1 1 Benefit from income taxes(1) (13 ) (10 ) EBITDA 107 116 Stock-based compensation 15 15 Acquisition costs: Transaction costs 7 7 Integration costs 7 8 Contingent consideration accretion 10 10 Compensatory contingent consideration 4 4 Restructuring expense 9 9 Other non-comparable items(2) 7 7 Adjusted EBITDA $ 166 $ 176 - --- - - --- - Adjusted EBITDA margin 29.2 % 29.7 % ----- - ----- -

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(1) A 30% tax rate is assumed in order to approximate the Company’s effective statutory corporate tax rate. Other “non-comparable items” include items that are not comparable across reporting periods or items that do not otherwise relate to the Company’s ongoing financial results, such as certain employee related (2) expenses attributable to advancements in automation and operational efficiencies, and legal expenses beyond those in the normal course of business. Non-comparable items are excluded from Adjusted EBITDA in order to more effectively assess the Company’s period over period and ongoing operating performance.

Inovalon Holdings, Inc.Forward-Looking Guidance Non-GAAP net income (unaudited)

Guidance Range -------------------- Year Ending December 31, 2018 (In millions, except per-share amounts) Low High --------- --------- Reconciliation of Forward-Looking Guidance Net Income to Non-GAAP net income: Net (loss) income $ (24 ) $ (18 ) Stock-based compensation 15 15 Acquisition costs: Transaction costs 7 7 Integration costs 7 8 Contingent consideration accretion 10 10 Compensatory contingent consideration 4 4 Amortization of acquired intangible assets 45 45 Restructuring expense 9 9 Other non-comparable items(1) 7 7 Tax impact of add-back items(2) (30 ) (29 ) Non-GAAP net income $ 50 $ 58 - ----- - - ----- - GAAP diluted net income per share $ (0.16 ) $ (0.12 ) - ----- - - ----- - Non-GAAP diluted net income per share $ 0.34 $ 0.40 - ----- - - ----- - Weighted average shares of common stock outstanding - diluted 146 146 ------- - ------- -

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Other “non-comparable items” include items that are not comparable across reporting periods or items that do not otherwise relate to the Company’s ongoing financial results, such as certain employee related (1) expenses attributable to advancements in automation and operational efficiencies, and legal expenses beyond those in the normal course of business. Non-comparable items are excluded from non-GAAP net income in order to more effectively assess the Company’s period over period and ongoing operating performance. (2) A 30% tax rate is assumed in order to approximate the Company’s effective statutory corporate tax rate.

Inovalon Holdings, Inc.Forward-Looking Guidance Non-GAAP net cash provided by operating activities (unaudited)

The Company defines Non-GAAP net cash provided by operating activities as net cash provided by operating activities calculated in accordance with GAAP, adjusted to exclude certain acquisition costs, specifically transaction costs and integration costs. The Company uses Non-GAAP net cash provided by operating activities as a liquidity measure to evaluate its ability to generate cash to support its ongoing business operations, to service and repay debt, and to invest in its businesses. A reconciliation of forward-looking preliminary net cash provided by operating activities to forward-looking preliminary Non-GAAP net cash provided by operating activities follows:

Guidance Range ----------------- Year Ending December 31, 2018 (In millions) Low High ------ --------- Reconciliation of Net cash provided by operating activities to Non-GAAP net cash provided by operating activities: Net cash provided by operating activities $ 90 $ 100 Acquisition costs: Transaction costs 7 7 Integration costs 7 8 ----- ----- --- Non-GAAP net cash provided by operating activities $ 104 $ 115 - --- - --- ---

Non-GAAP Financial Measures

Inovalon provides the measures Adjusted EBITDA, Adjusted EBITDA margin, and Non-GAAP net income as additional information for evaluating the Company’s operating results and Non-GAAP net cash provided by operating activities as a liquidity measure to evaluate the Company’s ability to generate cash to support its ongoing business, to service and repay debt, and to invest in its business. These measures are not prepared in accordance with, or as an alternative for, GAAP accounting and may be different from non-GAAP measures used by other companies.

Investors frequently have requested information from management regarding depreciation, amortization and other non-cash charges, such as stock-based compensation, as well as the impact of non-comparable items and management believes, based on discussions with investors, that these non-GAAP measures enhance investors’ ability to assess Inovalon’s historical and projected future financial performance. While management believes these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of non-GAAP financial measures. For example, one limitation of Adjusted EBITDA is that it excludes depreciation and amortization, which represents the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our business. Inovalon compensates for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by reconciling the non-GAAP financial measures to their most comparable GAAP financial measures. Investors are encouraged to review the reconciliations of these non-GAAP financial measures to the comparable GAAP measures that are provided above.

These non-GAAP measures include financial information that is prepared in accordance with GAAP and presented in our consolidated financial statements and are used to evaluate our business, measure our performance, develop financial forecasts and make strategic decisions and are an important factor in determining variable compensation.

Adjusted EBITDA and Adjusted EBITDA Margin

The Company defines Adjusted EBITDA as net income calculated in accordance with GAAP, adjusted for the impact of depreciation and amortization, realized losses on short-term investments, loss or gain on disposal of equipment, interest income, interest expense, provision for income taxes, stock-based compensation, acquisition costs (including transaction costs, integration costs, costs related to contingent consideration accretion and compensatory contingent consideration), restructuring expense, tax on equity exercises, and other non-comparable items. A reconciliation of net income, which is the most directly comparable GAAP financial measure, to Adjusted EBITDA is provided above.

Adjusted EBITDA margin is the Company’s calculation of Adjusted EBITDA, divided by revenue calculated in accordance with GAAP.

The Company uses Adjusted EBITDA and Adjusted EBITDA margin as supplemental measures of performance to gain insight into operating effectiveness. The Company uses Adjusted EBITDA and Adjusted EBITDA margin as key metrics to assess its ability to increase revenues while controlling expense growth and the scalability of the Company’s business model. The Company believes that the exclusion of the expenses eliminated in calculating Adjusted EBITDA and Adjusted EBITDA margin provides management and investors a useful measure for period-to-period comparisons of the Company’s core business and operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to the Company’s ongoing operating results. Accordingly, the Company believes that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and others in understanding and evaluating the Company’s operating results. However, use of Adjusted EBITDA and Adjusted EBITDA margin as analytical tools has limitations, and investors and others should not consider them in isolation or as substitutes for analysis of our financial results as reported under GAAP. In addition, other companies, including companies in Inovalon’s industry, might calculate Adjusted EBITDA and Adjusted EBITDA margin or similarly titled measures differently, which may reduce their usefulness as comparative measures.

Non-GAAP net income and Non-GAAP net income per share

The Company defines Non-GAAP net income as net income calculated in accordance with GAAP, adjusted to exclude tax-affected stock-based compensation expense, acquisition costs (including transaction costs, integration costs, costs related to contingent consideration accretion and compensatory contingent consideration), restructuring expense, amortization of acquired intangible assets, tax on equity exercises, and other non-comparable items.

The Company defines Non-GAAP basic net income per share as Non-GAAP net income divided by basic weighted average shares outstanding. The Company defines Non-GAAP diluted net income per share as Non-GAAP net income divided by diluted weighted average shares outstanding.

The Company uses Non-GAAP net income as a supplemental measure of performance to gain insight into financial effectiveness. The Company uses Non-GAAP net income as a key metric to assess its ability to increase revenues while controlling expense growth and the scalability of its business model. The Company believes that the exclusion of the expenses eliminated in calculating Non-GAAP net income provides management and investors a useful measure for period to period comparisons of the Company’s core business and financial results by excluding items that are not comparable across reporting periods or that do not otherwise relate to its ongoing financial results. Accordingly, the Company believes that Non-GAAP net income provides useful information to investors and others in understanding and evaluating the Company’s performance. However, use of Non-GAAP net income as an analytical tool has limitations, and investors and others should not consider this measure in isolation or as a substitute for analysis of the Company’s financial results as reported under GAAP. In addition, other companies, including companies in Inovalon’s industry, might calculate Non-GAAP net income or similarly titled measures differently, which may reduce their usefulness as comparative measures.

Non-GAAP net cash provided by operating activities

The Company defines Non-GAAP net cash provided by operating activities as net cash provided by operating activities calculated in accordance with GAAP, adjusted to exclude certain acquisition costs, specifically transaction costs and integration costs. The Company uses Non-GAAP net cash provided by operating activities as a liquidity measure to evaluate its ability to generate cash to support its ongoing business operations, to service and repay debt, and to invest in its businesses. The Company believes that the exclusion of certain acquisition costs in calculating Non-GAAP net cash provided by operating activities provides management and investors a useful measure for the expected cash flows generated from the Company’s core business by excluding items that do not otherwise relate to its ongoing liquidity. However, use of Non-GAAP net cash provided by operating activities has limitations, and investors and others should not consider this measure in isolation or as a substitute for analysis of the Company’s liquidity as reported under GAAP. In addition, other companies, including companies in Inovalon’s industry, might calculate Non-GAAP net cash provided by operating activities or similarly titled measures differently, which may reduce their usefulness as comparative measures.

Contacts:

InovalonGeorge Price (Investors)Phone: 301-809-4000 x1190gprice@inovalon.com

InovalonKim E. Collins (Communications)Phone: 301-809-4000 x1473kcollins@inovalon.com

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