Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40028 | |
Entity Registrant Name | Signify Health, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3481223 | |
Entity Address, Address Line One | 800 Connecticut Avenue | |
Entity Address, City or Town | Norwalk | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06854 | |
City Area Code | 203 | |
Local Phone Number | 541-4600 | |
Title of 12(b) Security | Class A common stock, par value $0.01 per Share | |
Trading Symbol | SGFY | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 168,003,135 | |
Entity Central Index Key | 0001828182 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 756.5 | $ 72.6 |
Accounts receivable, net | 169.4 | 270.6 |
Contract assets | 61.3 | 27.8 |
Restricted cash | 4.4 | 4.4 |
Prepaid expenses and other current assets | 11.7 | 13.8 |
Total current assets | 1,003.3 | 389.2 |
Property and equipment, net | 24.1 | 25.4 |
Goodwill | 596.7 | 596.7 |
Intangible assets, net | 497.9 | 506.9 |
Deferred tax assets | 45 | 0 |
Other assets | 5.7 | 4.1 |
Total assets | 2,172.7 | 1,522.3 |
Current liabilities | ||
Accounts payable and accrued expenses | 133.1 | 147.6 |
Contract liabilities | 20.8 | 6.2 |
Current maturities of long-term debt | 4.2 | 4.2 |
Contingent consideration | 13.3 | 13.1 |
Deferred tax liability | 1.9 | 1.9 |
Other current liabilities | 18.2 | 16.6 |
Total current liabilities | 191.5 | 189.6 |
Long-term debt | 396.8 | 397.1 |
Contingent consideration | 2.1 | 2.1 |
Customer EAR liability | 83.3 | 21.6 |
Tax receivable agreement liability | 51.3 | 0 |
Other noncurrent liabilities | 16.7 | 17.9 |
Total liabilities | 741.7 | 628.3 |
Commitments and Contingencies | ||
Members' equity | 0 | 894 |
Additional paid-in capital | 1,082.3 | 0 |
Accumulated deficit | (23.2) | 0 |
Contingently redeemable noncontrolling interest | 369.6 | 0 |
Total stockholders' equity | 1,431 | 894 |
Total members' equity | 894 | |
Total liabilities and stockholders' / members' equity | 2,172.7 | 1,522.3 |
Class A Common Stock | ||
Current liabilities | ||
Common stock | 1.7 | 0 |
Common Class B | ||
Current liabilities | ||
Common stock | $ 0.6 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class A Common Stock | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock issued (in shares) | 167,967,856 | 0 |
Common stock outstanding (in shares) | 167,967,856 | 0 |
Common Class B | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock issued (in shares) | 57,622,302 | 0 |
Common stock outstanding (in shares) | 57,622,302 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Income Statement [Abstract] | |||
Revenue | $ 180 | $ 131.7 | |
Operating expenses: | |||
Service expense (exclusive of depreciation and amortization shown below) | 98.5 | 67.3 | |
Selling, general and administrative expense (exclusive of depreciation and amortization shown below) | 57.3 | 51.1 | |
Transaction related expenses | 5.6 | 2.4 | |
Depreciation and amortization | 16.7 | 14.5 | |
Total operating expenses | 178.1 | 135.3 | |
Income (loss) from operations | 1.9 | (3.6) | |
Interest expense | 6.8 | 5.2 | |
Other expense (income), net | 56.7 | 0 | |
Other expense, net | 63.5 | 5.2 | |
Loss before income taxes | (61.6) | (8.8) | |
Income tax (benefit) expense | (9.9) | 0.1 | |
Net loss | (51.7) | (8.9) | |
Net loss attributable to noncontrolling interest | $ (11.3) | ||
Net loss attributable to parent | $ (8.9) | ||
Loss per share of Class A common stock | |||
Basic (in dollars per share) | [1] | $ (0.14) | |
Diluted (in dollars per share) | [1] | $ (0.14) | |
Weighted average shares of Class A common stock outstanding | |||
Basic (in shares) | [1] | 165,486,015 | |
Diluted (in shares) | [1] | 165,486,015 | |
[1] | (1)Basic and diluted net loss per share of Class A common stock is applicable only for the period from February 12, 2021 through March 31, 2021, which is the period following the initial public offering ("IPO") and related Reorganization Transactions (as defined in Note 1 to the Unaudited Condensed Consolidated Financial Statements). See Note 14 for the basis for the computation of net loss per share. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' / Members’ Equity - USD ($) $ in Millions | Total | Class A Common Stock | Common Class B | Member Units | Common StockClass A Common Stock | Common StockCommon Class B | Additional paid-in capital | Non-controlling interest | Retained earnings (Accumulated deficit) |
Beginning balance at Dec. 31, 2019 | $ 957.6 | ||||||||
Increase (Decrease) in Members' Equity [Roll Forward] | |||||||||
Repurchase of member units | 0 | ||||||||
Equity-based compensation | 6 | ||||||||
Proceeds from exercises of stock options | 0.3 | ||||||||
Tax refunds received on behalf of New Remedy Corp | 0.2 | ||||||||
Repurchase of stock | (0.6) | ||||||||
Net loss | (8.9) | ||||||||
Ending balance at Mar. 31, 2020 | 954.6 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Proceeds from exercises of stock options | 0.3 | ||||||||
Net loss | (8.9) | ||||||||
Beginning balance at Dec. 31, 2020 | 894 | $ 894 | |||||||
Increase (Decrease) in Members' Equity [Roll Forward] | |||||||||
Net loss | (51.7) | ||||||||
Ending balance at Mar. 31, 2021 | $ 0 | ||||||||
Beginning balance at Dec. 31, 2020 | 894 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (51.7) | ||||||||
Ending balance at Mar. 31, 2021 | $ 1,431 | $ 1.7 | $ 0.6 | $ 1,082.3 | $ 369.6 | $ (23.2) | |||
Ending balance (in shares) at Mar. 31, 2021 | 167,967,856 | 57,622,302 | 167,967,856 | 57,622,302 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities | ||
Net loss | $ (51.7) | $ (8.9) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 16.7 | 14.5 |
Equity-based compensation | 2.5 | 6 |
Customer equity appreciation rights | 4.9 | 1.2 |
Remeasurement of customer equity appreciation rights | 56.8 | 0.1 |
Amortization of deferred financing fees | 0.7 | 0.4 |
Remeasurement of contingent consideration | 0.2 | 0.2 |
Deferred income taxes | (14) | 0 |
Other | 0 | 0.3 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 101.2 | 62.1 |
Prepaid expenses and other current assets | 2.4 | (0.5) |
Contract assets | (33.5) | (34.4) |
Other assets | (1) | 0.3 |
Accounts payable and accrued expenses | (13.8) | (49.3) |
Contract liabilities | 14.6 | 9.1 |
Other current liabilities | 1.9 | 0.5 |
Other noncurrent liabilities | (1.2) | 2.6 |
Net cash provided by operating activities | 86.7 | 4.2 |
Investing activities | ||
Capital expenditures - property and equipment | (0.7) | (6.2) |
Capital expenditures - internal-use software development | (5.7) | (5) |
Net cash used in investing activities | (6.4) | (11.2) |
Financing activities | ||
Repayment of long-term debt | (1) | (0.7) |
Repayment of borrowings under revolving credit facility | 0 | (15) |
Proceeds from borrowings under revolving credit facility | 0 | 92 |
Repayments of borrowings under financing agreement | (0.3) | 0 |
Proceeds from IPO, net | 604.8 | 0 |
Refunds of taxes on behalf of New Remedy Corp | 0 | 0.2 |
Proceeds related to the issuance of common stock under stock plans | 0.1 | |
Payments related to the issuance of common stock under stock plans | (0.3) | |
Net cash provided by financing activities | 603.6 | 76.2 |
Increase in cash, cash equivalents and restricted cash | 683.9 | 69.2 |
Cash, cash equivalents and restricted cash - beginning of period | 77 | 50.2 |
Cash, cash equivalents and restricted cash - end of period | 760.9 | 119.4 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 4.8 | 4.8 |
Cash payments, net of refunds, for taxes | (0.1) | 0 |
Noncash transactions | ||
Assumption of liabilities from New Remedy Corp | 26 | 0 |
Capital expenditures not yet paid | $ 0.6 | $ 0.1 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Signify Health, Inc. (referred to herein as “we”, “our”, “us”, “Signify Health” or the “Company”) was incorporated in the state of Delaware on October 1, 2020 and was formed for the purpose of completing an initial public offering (“IPO”) of its common stock and related reorganization transactions as described below. As a result of the reorganization transactions in February 2021, we control, and therefore consolidate the operations of Cure TopCo, LLC (“Cure TopCo”) and its direct and indirect subsidiaries. Cure TopCo is a Delaware limited liability company formed on November 3, 2017. Cure TopCo has adopted a holding company structure and is the indirect parent company of Signify Health, LLC (“Signify”), a Delaware limited liability company. Signify was formed on November 3, 2017. Operations are performed through our wholly-owned subsidiaries. We are a healthcare platform that leverages advanced analytics, technology and nationwide healthcare provider networks to create and power value-based payment programs. Our customers include health plans, governments, employers, health systems and physician groups. We operate in two segments of the value-based healthcare payment industry: payment models based on individual episodes of care, or the Episodes of Care Services segment, and in-home health evaluations (“IHE”), or the Home & Community Services segment. Payment models based on individual episodes of care organize or bundle payments for all, or a substantial portion of, services received by a patient in connection with an episode of care, such as a surgical procedure, particular condition or other reason for a hospital stay. IHEs are health evaluations performed by a clinician in the home to support payors’ participation in Medicare Advantage and other government-run managed care plans. Our solutions support value-based payment programs by aligning financial incentives around, and providing tools to health plans and healthcare organizations designed to assess and manage, risk and identify actionable opportunities for improved patient outcomes, care coordination and cost-savings. Initial Public Offering On February 16, 2021, Signify Health closed an initial public offering (“IPO”) of 27,025,000 shares of its Class A common stock at a public offering price of $24 per share, which included 3,525,000 shares issued pursuant to the full exercise of the underwriters’ over-allotment option. Signify Health received gross proceeds of $648.6 million, which resulted in net cash proceeds of $609.7 million after deducting underwriting discounts and commissions of $38.9 million and before fees and expenses incurred in connection with the IPO and paid for by Cure TopCo, LLC. Signify Health used the proceeds to purchase newly-issued membership interests from Cure TopCo at a price per interest equal to the IPO price of its Class A common stock, net of the underwriting discount and commissions. Reorganization Transactions In connection with the IPO, Signify Health and Cure TopCo completed a series of transactions (“Reorganization Transactions”) including the following: • The limited liability company agreement of Cure TopCo was amended and restated to, among other things, convert all outstanding equity interests into one class of non-voting common units (the “LLC Units”) and appoint Signify Health as the sole managing member of Cure TopCo. • The certificate of incorporation of Signify Health was amended and restated to authorize the issuance of two classes of common stock: Class A common stock and Class B common stock (collectively, the “common stock”). Each share of common stock will entitle its holder to one vote per share on all matters submitted to a vote of our stockholders. The Class B common stock is not entitled to economic interests in Signify Health. • The acquisition of LLC Units through (i) the contribution of LLC Units in exchange for Class A common stock by New Mountain Partners V (AIV-C), LP (the “IPO Contribution”) and (ii) the “Mergers,” in which certain entities treated as corporations for U.S. tax purposes that held LLC Units (individually, a “Blocker Company” and together, the “Blocker Companies”), each simultaneously merged with a merger subsidiary created by us (and survived such merger as a wholly-owned subsidiary of Signify Health), after which each Blocker Company immediately merged into Signify Health. • New Remedy Corp merged with and into Signify Health. • Each Continuing Pre-IPO LLC Member (as defined below) was issued a number of shares of our Class B common stock in an amount equal to the number of LLC Units held by such Continuing Pre-IPO LLC Member at the time of the IPO, except in the case of Cure Aggregator (“Cure Aggregator”). Shares of Class B common stock were issued to the direct holders of common units in Cure Aggregator in proportion to their interests in Cure Aggregator. These shares will not be entitled to any voting rights until the common units of Cure Aggregator that correspond to the shares have vested. Following the completion of the Reorganization Transactions, Signify Health owned approximately 74.1% of the economic interest in Cure TopCo. The Pre-IPO Members who retain their equity ownership in Cure TopCo subsequent to the Reorganization Transactions (the “Continuing Pre-IPO LLC Members”) owned the remaining 25.9% economic interest in Cure TopCo. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation These Condensed Consolidated Financial Statements are unaudited and have been prepared by us in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and following the rules and regulations of the Securities and Exchange Commission (the “SEC”). The financial statements included in this report should be read in conjunction with the Company’s audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. In our opinion, they reflect all adjustments, including normal recurring items, that are necessary to present fairly the results of interim periods. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by such rules and regulations; however, we believe that the disclosures are adequate to make the information presented not misleading. Operating results for the periods presented herein are not necessarily indicative of the results that may be expected for future interim periods or the entire fiscal year. Our quarterly results of operations, including our revenue, income (loss) from operations, net loss and cash flows, have varied and may vary significantly in the future, and period-to-period comparisons of our results of operations may not be meaningful. Accordingly, our interim results should not be relied upon as an indication of future performance. For the periods subsequent to the Reorganization Transactions effective February 12, 2021, the Condensed Consolidated Financial Statements represent Signify Health and our consolidated subsidiaries, including Cure TopCo. For the periods prior to the Reorganization Transactions, the condensed consolidated financial statements represent Cure TopCo and its consolidated subsidiaries, see Note 1 Nature of Operations . Signify Health was formed for the purpose of the IPO, which was effective in February 2021 and had no activities of its own prior to such date. We are a holding company and our sole material asset is a controlling ownership interest in Cure TopCo. The Condensed Consolidated Financial Statements include the accounts and financial statements of our wholly-owned subsidiaries and variable interest entities (VIEs) where we are the primary beneficiary. Results of operations of VIEs are included from the dates we became the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. We have two operating segments, Home & Community Services and Episodes of Care Services as described in Note 1 Nature of Operations . Use of Estimates The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with GAAP, which requires management to make estimates and assumptions affecting the reported amounts in our Condensed Consolidated Financial Statements and accompanying notes. These estimates are based on information available as of the date of the Condensed Consolidated Financial Statements; therefore, actual results could differ from those estimates. The significant estimates underlying our Condensed Consolidated Financial Statements include revenue recognition; allowance for doubtful accounts; recoverability of long-lived assets, intangible assets and goodwill; loss contingencies; accounting for business combinations, including amounts assigned to definite and indefinite lived intangible assets and contingent consideration; and equity-based compensation. As of March 31, 2021, the impact of the outbreak of COVID-19 continues to unfold; See Note 3 The COVID-19 Pandemic . As a result, many of our estimates and assumptions have required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in the future. Comprehensive Income (Loss) We have not identified any incremental items that would be considered a component of comprehensive income (loss) and accordingly a statement of comprehensive loss is not reflected in the Condensed Consolidated Financial Statements because net loss and comprehensive loss are the same. Restricted Cash Under our Master Agreement with the Centers for Medicare and Medicaid Services (“CMS”), we were required to place certain funds in escrow for the benefit of CMS. These amounts, known as a Secondary Repayment Source (“SRS”), were primarily based on the size of our participation in the legacy CMS Bundled Payments for Care Improvement (“BPCI”) program, the predecessor program of the Bundled Payments for Care Improvement - Advanced initiative (“BPCI-A”). These funds were available to CMS as a supplemental payment source if we failed to pay amounts owed to CMS. Under the agreement the funds are returned to us 18 months after the conclusion of the effective period of the CMS Master Agreement, or when all financial obligations to CMS are fulfilled. As of March 31, 2021 and December 31, 2020, there were $0.5 million in the SRS account included in restricted cash on the Condensed Consolidated Balance Sheets related to BPCI-A. During 2020, $15.8 million of SRS funds were released to us from escrow as the original BPCI program had ended. We also withhold a portion of shared savings to customers in a “holding pool” to cover any potential subsequent negative adjustments through CMS’s subsequent reconciliation true-up process. These funds are distributed to customers following the final true-up if there is no negative adjustment. These amounts represent consideration payable to the customer and therefore have reduced revenue in the period earned. The funds have been received by us from CMS and are held in a separate cash account, included as restricted cash on the Condensed Consolidated Balance Sheets. Since the funds are payable to the customer at the point the final CMS true-up is made or a negative adjustment is due to us, the amounts are also included in accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets. As of March 31, 2021 and December 31, 2020, there was $3.5 million of restricted cash in the holding pool. In addition, we held $0.4 million of restricted cash as of March 31, 2021 acquired in connection with the PatientBlox acquisition. In accordance with the acquisition agreement, the use of the funds held in a PatientBlox bank account is restricted until the first defined milestone period expires, which is expected to occur during the second quarter of 2021. The following table reconciles cash, cash equivalents, and restricted cash per the Condensed Consolidated Statements of Cash Flows to the Condensed Consolidated Balance Sheets: March 31, December 31, 2021 2020 (in millions) Cash and cash equivalents $ 756.5 $ 72.6 Restricted cash 4.4 4.4 Total cash, cash equivalents, and restricted cash $ 760.9 $ 77.0 Accounts Receivable Accounts receivable primarily consist of amounts due from customers and CMS and are stated at their net realizable value. Management evaluates all accounts periodically and an allowance is established based on the best facts available to management. Management considers historical realization data, accounts receivable aging trends and other operational trends to estimate the collectability of receivables. After all reasonable attempts to collect a receivable have been exhausted, the receivable is written off against the allowance for doubtful accounts. As of March 31, 2021 and December 31, 2020, we had an allowance for doubtful accounts of $5.2 million and $5.1 million, respectively. Advertising and Marketing Costs Advertising and marketing costs are included in SG&A expenses and are expensed as incurred. Advertising and marketing costs totaled $0.3 million and $0.4 million for the three months ended March 31, 2021 and 2020, respectively. Income Taxes We are organized as a C Corporation and own a controlling interest in Cure TopCo which is organized as a partnership for tax purposes. For partnership and disregarded entities, taxable income and the resulting liabilities are allocated among the owners of the entities and reported on the tax filings for those owners. We record income tax (benefit) expense, deferred tax assets, and deferred tax liabilities only for the items for which we are responsible for making payments directly to the relevant tax authority. Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws expected to be in effect when such differences are expected to reverse. Such temporary differences are reflected as deferred tax assets and deferred tax liabilities on the Condensed Consolidated Balance Sheets. A deferred tax asset is recognized if it is more likely than not that a tax benefit will be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will be realized and, when necessary, a valuation allowance is established. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. We may recognize tax liabilities when, despite our belief that our tax return positions are supportable, we believe that certain positions may not be fully sustained upon review by the tax authorities. Benefits from tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences impact income tax expense in the period such determination is made. We recognize interest and penalties related to income taxes as a component of income tax expense. Recent Accounting Pronouncements Recently Adopted In June 2018, the FASB issued Accounting Standards Update No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) . The amendments in ASU 2018-07 expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. We elected to early adopt this new guidance for interim periods in 2020 with no significant impact to our financial statements. In November 2019, the FASB issued ASU 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements – Share-Based Consideration Payable to a Customer (“ASU 2019-08”). ASU 2019-08 requires that an entity measure and classify share-based payment awards granted to a customer by applying the guidance in Topic 718. The amount recorded as a reduction of the transaction price is required to be measured on the basis of the grant-date fair value of the share-based payment award in accordance with Topic 718. The grant date is the date at which a grantor (supplier) and a grantee (customer) reach a mutual understanding of the key terms and conditions of a share-based payment award. ASU 2019-08 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. We elected to early adopt this new guidance for interim periods in 2020, which had an impact on the customer Equity Appreciation Rights (“EAR”) agreements. The initial grant date fair value of the EAR agreements is being recorded as a reduction of the transaction price beginning in 2020. See Note 16 Commitments and Contingencies . Pending Adoption We are an “emerging growth company” under the Jumpstart Our Business Startups Act (“JOBS Act”). Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by FASB or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We intend to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. The effective dates below are the effective dates we expect to adopt the new accounting pronouncements, which are those permitted for a company that is not an issuer. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which requires lessees to recognize leases on the balance sheet by recording a right-of-use asset and lease liability. This guidance is effective for non-public entities for annual reporting periods beginning after December 15, 2021. Early adoption is permitted. We plan to adopt the standard as of the effective date. We are currently evaluating the provisions of the standard, including optional practical expedients. We are assessing the impact to our accounting policies, processes, disclosures, and internal control over financial reporting. We expect to record a right of use asset and corresponding lease liability for all outstanding leases. It is likely that the adoption will have a material impact to our Condensed Consolidated Balance Sheet given the number of facility leases we currently have. We continue to evaluate the expected impact to our Condensed Consolidated Statements of Operations and Cash Flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”) which introduced the current expected credit losses methodology for estimating allowances for credit losses. ASU 2016-13 applies to all financial instruments carried at amortized cost and off-balance-sheet credit exposures not accounted for as insurance, including loan commitments, standby letters of credit, and financial guarantees. The new accounting standard does not apply to trading assets, loans held for sale, financial assets for which the fair value option has been elected, or loans and receivables between entities under common control. ASU 2016-13 is effective for non-public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact of this new guidance on our financial statements. |
The COVID-19 Pandemic
The COVID-19 Pandemic | 3 Months Ended |
Mar. 31, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | |
The COVID-19 Pandemic | The COVID-19 Pandemic Our operations in our Home & Community Services segment were significantly affected by the COVID-19 pandemic in 2020. As a precautionary measure in response to the pandemic, we temporarily paused IHEs in March 2020. Shortly following the suspension of in-person visits, we were able to expand our business model to perform virtual IHEs (“vIHEs”) and made up for some of the lost IHE volume through vIHEs. We resumed in-person visits beginning in July 2020. As a result of the pandemic, many of our customers postponed IHEs to the second half of 2020. Although we continued to see some increase in IHE member cancellation rates, overall we saw significant incremental IHE volume in the second half of 2020, particularly in the fourth quarter, as certain customers increased the volumes they placed with us and in-person IHEs represented the majority of those IHEs. In order to meet this volume growth, we onboarded additional providers into our network which resulted in proportionally higher expenses. Additionally, in 2020, the COVID-19 pandemic and particularly the resulting shift to virtual evaluations (which was most evident in the second quarter), had an impact on the quarterly volume and results of operations for the Home & Community Services segment. The shift to virtual evaluations was due to a combination of the pause in in-person IHEs between March and July 2020, the decline in the acceptance rates for in-person IHEs and an increase in the member cancellation rates as individuals were less willing to receive IHEs in-person since the start of the pandemic. We also experienced some provider unwillingness to perform IHEs in-person during the pandemic. In the first quarter of 2021, the vast majority of our evaluations were in-person IHEs, although we continued to perform vIHEs. O verall, IHE volume was more in line with historical trends and therefore, during the remainder of 2021, we expect seasonality trends in our Home & Community Services segment to be more consistent with historical trends. We and our customers continue to monitor the changing situation with COVID-19 cases on a state-by-state basis, the ongoing federal vaccine roll out and changes in recommendations made by the Centers for Disease Control (“CDC”). Our Episodes of Care Services segment has also been affected by the pandemic. At certain times during the pandemic, governmental authorities recommended, and in certain cases required, that elective, specialty and other procedures and appointments, including certain acute and post-acute care services, be suspended or canceled to avoid non-essential patient exposure to medical environments and potential infection with the virus that causes COVID-19. In addition, the temporary suspension or cancellation of services was put in place to focus limited resources and personnel capacity toward the prevention of, and care for patients with COVID-19. This resulted in fewer elective procedures and a general reduction in individuals seeking medical care starting at the end of the first quarter of 2020, which contributed to a substantially lower number of episodes being managed in 2020. Due to the nature of the BPCI-A program, however, there is a significant lag between when we perform our services and when CMS reconciles those services. As such, there was no immediate impact to our revenues in 2020. The specific impact of those lower volumes on our program size and revenues was more evident later in 2020 as evidenced by our 2020 annual weighted average program size. We expect this will continue in 2021 as discussed below. In the third quarter of 2020 and in response to the COVID-19 pandemic, CMS announced that healthcare providers could either (i) continue in the BPCI-A program with no change or (ii) as an exception to the previous rules of the program, healthcare providers could choose between the following two options for 2020: • eliminate upside and downside risk by excluding all episodes from reconciliation; or • exclude from reconciliation those episodes with a COVID-19 diagnosis during the episode. Healthcare providers made their elections by September 25, 2020. The results of these elections made by the providers reduced the total number of episodes we managed during 2020 and will reduce the number of episodes we manage during 2021 and, therefore, reduce program size. While these provider elections have temporarily reduced program size in the near term, this impact is partially offset by a higher savings rate achieved due to a combination of improved performance by some of our partners as well as certain partners that were underperforming choosing to exclude some or all of their episodes from reconciliation in 2020. Subsequently, CMS announced that all episodes in 2021 with a COVID-19 diagnosis would be automatically excluded from reconciliation, which will further reduce program size for all of 2021. Due to the passage of time between when we perform our services and the confirmation of results and subsequent cash settlement by CMS, COVID-19 did not have an impact on the cash we received from CMS during 2020 as payments we received related to pre-COVID19 performance. The cash received from CMS in the first quarter of 2021 reflected the initial impact of COVID-19 on our business as described above and we expect the cash receipt in the third quarter of 2021 to further reflect the impact of COVID-19. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities We consolidate our affiliates when we are the primary beneficiary. The primary beneficiary of a Variable Interest Entity (“VIE”) is the party that has both the decision-making authority to direct the activities that most significantly impact the VIE’s economic performance and the right to absorb losses or receive benefits that could potentially be significant to the VIE. Consolidated VIEs at March 31, 2021 and December 31, 2020 include eight and one physician practices, respectively, that require an individual physician to legally own the equity interests as certain state laws and regulations prohibit non-physician owned business entities from practicing medicine or employing licensed healthcare providers. We have determined we are the primary beneficiary of these VIEs as we have the obligation to absorb the losses from and direct activities of these operations. As a result, these VIEs are consolidated and any non-controlling interest is not presented. Recourse of creditors to these VIEs is limited to the assets of the VIE entities, which total $13.1 million and $1.8 million at March 31, 2021 and December 31, 2020, respectively. The carrying amount and classification of the VIEs’ assets and liabilities included in the Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020, net of intercompany amounts, are as follows: March 31, December 31, 2021 2020 (in millions) ASSETS Current assets Cash and cash equivalents $ 3.3 $ 1.8 Accounts receivable, net 9.8 — Total current assets 13.1 1.8 Total assets $ 13.1 $ 1.8 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued expenses — 0.1 Total current liabilities — 0.1 Total liabilities — 0.1 Company capital 12.1 (0.7) Retained earnings 1.0 2.4 Total equity 13.1 1.7 Total liabilities and equity $ 13.1 $ 1.8 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenue We earn revenue from our two operating segments, Home & Community Services and Episodes of Care Services, under contracts that contain various fee structures. Through our Home & Community Services segment, we offer health evaluations performed either within the patient’s home, virtually or at a healthcare provider facility, primarily to Medicare Advantage health plans (and to some extent, Medicaid). Additionally, we offer certain diagnostic screening and other ancillary services, and through our Signify Community solution, we offer services to address healthcare concerns related to social determinants of health. Through our Episodes of Care Services segment, we primarily provide services designed to improve the quality and efficiency of healthcare delivery by developing and managing episodic payment programs in partnership with healthcare providers, primarily under the BPCI-A program with CMS. Additionally, we provide certain complex care management services. All of our revenue is generated in the United States. We are dependent on a concentrated number of payors and provider partners with whom we contract to provide our services, S ee Note 19 Concentrations . The following table summarizes disaggregated revenue from contracts with customers for the three months ended March 31, 2021 and 2020 by source of revenue, which we believe best presents the nature, amount and timing of revenue. Three months ended March 31, 2021 2020 (in millions) Evaluations $ 150.3 $ 101.1 Other 2.1 2.0 Home & Community Services Total Revenue 152.4 103.1 Episodes 25.4 25.7 Other 2.2 2.9 Episodes of Care Services Total Revenue 27.6 28.6 Consolidated Revenue Total $ 180.0 $ 131.7 Related Balance Sheet Accounts The following table provides information about accounts included on the Condensed Consolidated Balance Sheet as of March 31, 2021 and December 31, 2020. March 31, 2021 December 31, 2020 Episodes of Care Services Home & Community Services Total Episodes of Care Services Home & Community Services Total (in millions) Assets Accounts receivable, net (1) $ 68.4 $ 101.0 $ 169.4 $ 183.3 $ 87.3 $ 270.6 Contract assets (2) $ 61.3 $ — $ 61.3 $ 27.8 $ — $ 27.8 Liabilities Shared savings payable (3) $ 74.4 $ — $ 74.4 $ 80.8 $ — $ 80.8 Contract liabilities (4) $ 18.9 $ 1.9 $ 20.8 $ 4.8 $ 1.4 $ 6.2 Deferred revenue (5) $ 6.2 $ 0.8 $ 7.0 $ 2.4 $ 1.4 $ 3.8 (1) Accounts receivable, net for Episodes of Care Services included $41.0 million due from CMS as of March 31, 2021 primarily related to the third reconciliation period of the BPCI-A program. The remaining amount of accounts receivable for both Episodes of Care Services and Home & Community Services represent amounts to be received from customers. Home & Community Services accounts receivable as of March 31, 2021 reflects strong IHE volume in the first quarter and a return to a higher mix of in-home IHEs compared to vIHE. (2) Contract assets represents management’s estimate of amounts we expect to receive under the BPCI-A program related to the next two reconciliation periods. As of March 31, 2021, contract assets cover episodes of care for the period April 2020 through March 2021. Estimates for program size and savings rate are based on information available as of the date of the financial statements. We record an estimate of revenue related to these performance obligations over the 13-month period starting in the period the related episodes of care commence and through the estimated receipt of the semi-annual CMS reconciliation file. Any changes to these estimates based on new information will be recorded in the period such information is received. Total savings generated and revenue earned for the episodes of care in which a component of the contract asset recorded as of March 31, 2021 relates to, will be included in the semi-annual reconciliation expected from CMS during the second quarter of 2021. (3) Total shared savings payable is included in accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets. Shared savings payable for Episodes of Care Services included $0.7 million due to CMS as of March 31, 2021, which we expect to settle this amount with CMS during the next semi-annual reconciliation period in the second quarter of 2021. Shared savings payable for Episodes of Care Services included $6.8 million due to CMS as of December 31, 2020, the majority of which was settled with CMS in the first quarter of 2021. Shared savings payable includes $70.2 million as of March 31, 2021 primarily related to the third reconciliation, which is expected to be paid to customers related to their portion of savings earned under the BPCI-A program. Additionally, there is $3.5 million included in shared savings payable at March 31, 2021, which represents amounts withheld from customers under the BPCI-A program based on contractual withholding percentages. This amount has been received by us from CMS and is held as restricted cash. We expect to remit these amounts to customers at the conclusion of the program, at which time both restricted cash and the liability will be reduced. (4) Contract liabilities in our Episodes of Care Services segment represent management’s estimate of savings amounts we expect to share with our customers based on contractual shared savings percentages related to the amounts we expect to be entitled to receive under the BPCI-A program for the next two reconciliation periods and service level agreements with certain customers. As of March 31, 2021, contract liabilities of $18.9 million cover episodes of care for the period April 2020 through March 2021. These amounts offset the gross amount we expect to receive for the same period included in contract assets as of March 31, 2021. Contract liabilities in the Home & Community Services segment of $1.9 million as of March 31, 2021 represent management’s estimate of potential refund liabilities due to certain clients as a result of certain service levels not being achieved during the contractual periods primarily due to COVID-19. (5) Deferred revenue is included in other current liabilities on the Condensed Consolidated Balance Sheets and primarily relates to advance payments received from certain customers. The table below summarizes the activity recorded in the contract asset and liability accounts for the three months ended March 31, 2021 and 2020. Contract Assets 2021 2020 (in millions) Balance at January 1, $ 27.8 $ 38.3 Estimated revenue recognized related to performance obligations satisfied over time 33.5 34.4 Balance at March 31, $ 61.3 $ 72.7 Contract Liabilities 2021 2020 (in millions) Balance at January 1, $ 6.2 $ 3.1 Payments made to customer (0.6) — Estimated amounts due to customer related performance obligations satisfied at a point-in-time 1.1 — Estimated amounts due to customer related to performance obligations satisfied over time 14.1 9.1 Balance at March 31, $ 20.8 $ 12.2 Deferred Revenue 2021 2020 (in millions) Balance at January 1, $ 3.8 $ 1.2 Payments received from customers 7.5 1.3 Revenue recognized upon completion of performance obligation (4.3) (0.9) Balance at March 31, $ 7.0 $ 1.6 Shared Savings Payable 2021 2020 (in millions) Balance at January 1, $ 80.8 $ 58.2 Amounts paid to customer and/or CMS (22.0) (39.0) Amounts due to customer upon completion of performance obligation 15.6 5.3 Balance at March 31, $ 74.4 $ 24.5 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment As of March 31, 2021 and December 31, 2020, property and equipment, net were as follows: March 31, 2021 December 31, 2020 (in millions) Leasehold Improvements $ 18.5 $ 18.5 Computer equipment 17.2 16.6 Furniture and fixtures 6.0 5.8 Software 2.4 2.4 Projects in progress 0.2 0.3 Property and equipment, gross 44.3 43.6 Less: Accumulated depreciation and amortization (20.2) (18.2) Property and equipment, net $ 24.1 $ 25.4 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets were as follows for the periods presented: March 31, 2021 December 31, 2020 Estimated Useful Life (years) Gross Carrying Amount Accumulated amortization Net Carrying Value Gross Carrying Amount Accumulated amortization Net Carrying Value (in millions) Customer relationships 3 - 20 $ 530.5 $ (101.9) $ 428.6 $ 530.5 $ (92.9) $ 437.6 Acquired and capitalized software 3 - 6 129.3 (60.0) 69.3 123.6 (54.3) 69.3 Total $ 659.8 $ (161.9) $ 497.9 $ 654.1 $ (147.2) $ 506.9 We capitalized $5.7 million and $5.0 million of internally-developed software costs for the three months ended March 31, 2021 and 2020, respectively. There was no impairment of intangible assets for the three months ended March 31, 2021 or 2020. Amortization expense for intangible assets, inclusive of amounts subsequently written off from accumulated amortization, was $14.7 million and $13.0 million for the three months ended March 31, 2021 and 2020, respectively. Expected amortization expense as of March 31, 2021 related to intangible assets, including internal-use software development costs, was as follows: (in millions) Remainder of 2021 $ 47.1 2022 52.3 2023 47.4 2024 35.3 2025 33.8 thereafter 282.0 $ 497.9 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following: March 31, December 31, 2021 2020 (in millions) Shared savings payable $ 74.4 $ 80.8 Accrued payroll and payroll-related expenses 25.2 47.1 Other accrued expenses 20.6 19.0 Accounts payable 9.4 0.7 Accrued income taxes 3.5 — Total accounts payable and accrued liabilities $ 133.1 $ 147.6 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-Term Debt Long-term debt was as follows at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 (in millions) Revolving Facility $ — $ — Term Loan 271.7 272.5 2020 Incremental Term Loans 139.7 140.0 Total debt 411.4 412.5 Unamortized debt issuance costs (5.1) (5.5) Unamortized discount on debt (5.3) (5.7) Total debt, net 401.0 401.3 Less current maturities (4.2) (4.2) Total long-term debt $ 396.8 $ 397.1 As of March 31, 2021 and December 31, 2020, the effective interest rate on Term Loan borrowings was 5.50%. As of March 31, 2021 and December 31, 2020, the effective interest rate on the 2020 Incremental Term Loans was 6.25%. The Credit Agreement is subject to certain financial and nonfinancial covenants, including a defined Consolidated First Lien Net Leverage Ratio applicable solely to the Revolving Facility. The term loan requires an excess cash flow (“ECF”) payment commencing with and including the period ended December 31, 2018. The prior year’s ECF payment is due within 10 business days after financial statements have been delivered. As our Consolidated First Lien Net Leverage Ratio was below the threshold requiring an ECF payment, there was no ECF payment due in 2021 or 2020. In addition, the Credit Agreement includes negative covenants which restrict Signify and its subsidiaries’ ability, among other things, to incur indebtedness, grant liens, make investments, sell or otherwise dispose of assets or enter into a merger, pay dividends or repurchase stock. As of March 31, 2021, substantially all of Signify Health, LLC and its subsidiaries’ net assets were deemed restricted from transfer to the Company. We have no stand-alone operations, including no significant cash or assets; our primary activities relate to owning a controlling interest in our subsidiaries and the issuances of equity as described in Note 11 Shareholders’ Equity . Signify Health, LLC did not make any distributions to the parent during the three months ended March 31, 2021 or 2020. As of March 31, 2021, we were in compliance with all financial covenants. In March 2020, we borrowed $77.0 million under the Revolving Facility as a precautionary measure to ensure appropriate liquidity as a result of the potential risks associated with COVID-19. We repaid this amount in November 2020 and currently have no borrowings outstanding under the Revolving Facility. As of March 31, 2021, we had $77.0 million available borrowing capacity under the Revolving Facility. The aggregate principal maturities of long-term debt due subsequent to March 31, 2021 are as follows: (in millions) Remainder of 2021 $ 3.1 2022 4.2 2023 4.2 2024 399.9 $ 411.4 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and liabilities measured at fair value on a recurring basis were as follows as of March 31, 2021 and December 31, 2020: March 31, 2021 Balance Sheet Classification Type of Instrument Level 1 Level 2 Level 3 Total (in millions) Cash equivalents Money market funds $ 460.0 $ — $ — $ 460.0 Customer EAR liability Customer equity appreciation rights — — 83.3 83.3 Contingent consideration Consideration due to sellers — — 15.4 15.4 December 31, 2020 Balance Sheet Classification Type of Instrument Level 1 Level 2 Level 3 Total (in millions) Cash equivalents Money market funds $ 20.0 $ — $ — $ 20.0 Customer EAR liability Customer equity appreciation rights — — 21.6 21.6 Contingent consideration Consideration due to sellers — — 15.2 15.2 There were no transfers between Level 1 and Level 2, or into or out of Level 3, during the three months ended March 31, 2021 or 2020. The changes in Level 3 liabilities measured at fair value on a recurring basis for the three months ended March 31, 2021 and 2020 were as follows: Contingent Consideration 2021 2020 (in millions) Balance at January 1, $ 15.2 $ 39.8 Remeasurement of contingent consideration included in selling, general and administrative expense 0.2 0.2 Balance at March 31, $ 15.4 $ 40.0 Customer equity appreciation rights 2021 2020 (in millions) Balance at January 1, $ 21.6 $ — Grant date fair value estimate recorded as reduction to revenue 4.9 1.2 Remeasurement of fair value included in other expense (income), net 56.8 0.1 Balance at March 31, $ 83.3 $ 1.3 The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows as of March 31, 2021: Fair Value (in millions) Valuation Technique Significant Unobservable Inputs Assumption Customer equity appreciation rights $ 83.3 Monte Carlo Volatility 50.0% Dividend yield 0% Risk-free rate 0.50% Expected term (years) 3.5 Fair Value (in millions) Valuation Technique Significant Unobservable Inputs Discount Rate Consideration due to sellers $ 15.4 Discounted approach Discount Rate 5.0 % The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows as of December 31, 2020: Fair Value (in millions) Valuation Technique Significant Unobservable Inputs Assumption Customer equity appreciation rights $ 21.6 Monte Carlo Volatility 55.0% Dividend yield 0% Risk-free rate 0.11% Expected term (years) 1.35 Fair Value (in millions) Valuation Technique Significant Unobservable Inputs Discount Rate Consideration due to sellers $ 15.2 Discounted approach Discount Rate 5.0 % The fair value of our debt is measured at Level 3 and is determined based on fluctuations in current interest rates, the trends in market yields of debt instruments with similar credit ratings, general economic conditions and other quantitative and qualitative factors. The carrying value of our debt approximates its fair value as it is variable-rate debt. The carrying amounts of accounts receivable and accounts payable approximate their fair value because of the relatively short-term maturity of these instruments. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity See Note 1 Nature of Operations for details of the Reorganization Transactions effective in February 2021 in connection with our IPO. Initial Public Offering On February 16, 2021, Signify Health closed an IPO of 27,025,000 shares of its Class A common stock at a public offering price of $24 per share, which included 3,525,000 shares issued pursuant to the full exercise of the underwriters’ over-allotment option. Signify Health received gross proceeds of $648.6 million, which resulted in net cash proceeds of $609.7 million after deducting underwriting discounts and commissions of $38.9 million and before fees and expenses incurred in connection with the IPO incurred and paid for by Cure TopCo. Signify Health used the proceeds to purchase newly-issued membership interests from Cure TopCo at a price per interest equal to the IPO price of its Class A common stock, net of the underwriting discount and commissions. Amendment and Restatement of Certificate of Incorporation In connection with the Reorganization Transactions and IPO, our certificate of incorporation was amended and restated to, among other things, authorize the issuance of two classes of common stock: Class A common stock and Class B common stock. Class A Common Stock Holders of shares of Class A common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of Class A common stock do not have cumulative voting rights in the election of directors. Holders of shares of Class A common stock are entitled to receive dividends when and if declared by the board of directors out of funds legally available, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive pro rata our remaining assets available for distribution. All shares of Class A common stock outstanding are fully paid and non-assessable. The Class A common stock are not subject to further calls or assessments. The rights, powers and privileges of Class A common stock are subject to those of the holders of any shares of preferred stock. Class B Common Stock Each share of Class B common stock entitles its holder to one vote per share on all matters submitted to a vote of the stockholders. If at any time the ratio at which LLC Units are redeemable or exchangeable for shares of Class A common stock changes from one-for-one, the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. The holders of Class B common stock do not have cumulative voting rights in the election of directors. Except for transfers to Signify Health, Inc. pursuant to the Amended LLC Agreement or to certain permitted transferees, the LLC Units and corresponding shares of Class B common stock may not be sold, transferred or otherwise disposed of. Holders of shares of Class B common stock will vote together with holders of Class A common stock as a single class on all matters on which stockholders are entitled to vote, except as otherwise required by law. The Class B common stock is not entitled to economic interests in Signify Health. Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of Signify Health. However, if Cure TopCo makes distributions to Signify Health, the other holders of LLC Units, including the Continuing Pre-IPO LLC Members, will be entitled to receive distributions pro rata in accordance with the percentages of their respective LLC Units. The Class B common stock is not subject to further calls or assessment. Cure TopCo, LLC Recapitalization As noted above, in connection with our IPO, the limited liability company agreement of Cure TopCo was amended and restated (the “Cure TopCo LLCA”) to, among other things, convert all outstanding equity interests into LLC Units and appoint us as the sole managing member of Cure TopCo. Under the Cure TopCo LLCA, holders of LLC Units have the right to require Cure TopCo to redeem all or a portion of their LLC Units for newly issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to the volume-weighted average market price of one share of our Class A common stock for each LLC Unit redeemed. This will result in the recognition of a contingently redeemable noncontrolling interest in Cure TopCo held by the Continuing Pre-IPO LLC Members, which will be redeemable, at the election of Signify Health, for shares of Class A common stock on a one-for-one basis or a cash payment in accordance with the terms of the Cure TopCo LLCA and which, if the redeeming member is an affiliate, the decision to redeem in cash or shares will be approved by the disinterested members of the Audit Committee. Cure TopCo Membership Units |
Noncontrolling Interest
Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest In connection with the Reorganization Transactions, we became the sole manager of Cure TopCo and, as a result of this control, and because we have a substantial financial interest in Cure TopCo, we consolidate the financial results of Cure TopCo into our Condensed Consolidated Financial Statements. The contingently redeemable noncontrolling interest represents the economic interests of Cure TopCo held by the holders of LLC Units other than the membership units held by us. Income or loss is attributed to the noncontrolling interests based on the relative percentages of LLC Units held by us and the other holders of LLC Units during the period. As such, future redemptions or direct exchanges of LLC Units will result in a change in ownership and reduce or increase the amount recorded as noncontrolling interests and increase or decrease additional paid-in capital in the Condensed Consolidated Balance Sheets. The following table summarizes the ownership interests in Cure TopCo as of March 31, 2021: March 31, 2021 LLC Units Ownership Percentage Number of LLC Units held by Signify Health, Inc. 167,967,856 74.5% Number of LLC Units held by noncontrolling interests 57,622,302 25.5% Total LLC Units outstanding 225,590,158 100.0% |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation 2021 Long-Term Incentive Plan In January 2021, our Board of Directors adopted the 2021 Long-Term Incentive Plan (the “2021 LTIP”) which became effective in connection with the IPO and provides for the grant of equity-based awards to employees, consultants, service providers and non-employee directors. At inception, there were 16,556,298 shares of Class A common stock available for issuance under the 2021 LTIP. The share pool will be increased on the first day of each year by the least of (i) 14,191,113 shares of Class A common stock, (ii) 3% of the aggregate number of shares of Class A common stock and shares of Class B common stock outstanding (on a fully diluted basis) on the last day of the immediately preceding fiscal year and (iii) an amount determined by the Board of Directors. Any shares underlying substitute awards, shares remaining available for grant under a plan of an acquired company and awards (including pre-IPO awards (as defined in the 2021 LTIP)) that are forfeited, cancelled, expired, terminated or are otherwise lapsed, in whole or in part, or are settled in cash or withheld in respect of taxes, will become available for future grants under the 2021 LTIP. During the three months ended March 31, 2021, we issued under the 2021 LTIP, 881,450 stock options at a weighted average exercise price of $24.07 to certain members of management of Cure TopCo that are subject to time-based vesting and vest ratably over either three Employee Stock Purchase Plan In January 2021, our Board of Directors also approved the 2021 Employee Stock Purchase Plan (“ESPP”), which will become effective on a date to be specified by the Compensation Committee in 2021. The ESPP will provide employees and employees of participating subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Class A common stock. Initially, the ESPP will not be intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). From and after such date as the Compensation Committee, in its discretion, determines that the ESPP is able to satisfy the requirements under Section 423 of the Code and that it will operate the ESPP in accordance with such requirements, the ESPP will be intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and the ESPP will be interpreted in a manner that is consistent with that intent. There are 4,730,371 shares of Class A common stock available for issuance under the ESPP. The share pool will be increased on the first day of each fiscal year in an amount equal to the lesser of (i) 4,730,371 shares of Class A common stock and (ii) 1% of the aggregate number of shares of Class A common stock and Class B common stock outstanding (on a fully diluted basis) on the last day of the immediately preceding fiscal year. Incentive Units In connection with the Reorganization Transactions and pursuant to the Cure TopCo LLCA and the Fourth Amended and Restated Limited Liability Company Agreement of Cure Aggregator, LLC (the “Aggregator LLCA”) adopted in connection with the IPO, all units of membership interest in Cure TopCo existing immediately prior to the Reorganization Transactions were reclassified and converted into LLC units of Cure TopCo and all outstanding Class B units and Class C units in Cure Aggregator, which correspond to Class B units and Class C units issued by Cure TopCo to Cure Aggregator and were intended to be treated as profits interests for U.S. federal income tax purposes, were reclassified and converted into common units of Cure Aggregator (the “Incentive Units”) based on the value and terms of the underlying Cure TopCo LLCA and Aggregator LLCA. The incentive units will remain outstanding and subject to their original vesting schedules. No further Incentive Units will be granted. As of March 31, 2021, there were 14,505,258 Incentive Units outstanding, of which 9,443,460 are unvested. This includes 6,444,871 subject to performance-based vesting criteria which were not probable of occurring as of March 31, 2021. The conversion of the outstanding profits interests as a result of the Reorganization Transactions did not result in any incremental expense as the fair value at the time of modification did not exceed the fair value of the previous award immediately prior to the modification. Accordingly, we continue to recognize the original grant date fair value of the Incentive Units. During the three months ended March 31, 2021 and 2020, we recognized $1.4 million and $5.5 million, respectively, of equity-based compensation expense related to Incentive Units included in SG&A expense on the Condensed Consolidated Statements of Operations. As of March 31, 2021, there was $10.1 million of total unrecognized compensation expense related to unvested time-based Incentive Units expected to be recognized over a weighted average period of 1.0 year. Additionally, there was approximately $13.9 million of unrecognized compensation expense related to Incentive Units with performance-based vesting, in which the vesting conditions were not probable of occurring as of March 31, 2020. Amended and Restated 2012 and 2019 Equity Incentive Plans In connection with the Reorganization Transactions, all New Remedy Corp stock options outstanding, were converted into stock options to purchase shares of our Class A common stock. The conversion was based on the values and terms of the Signify Health, Inc. Amended and Restated 2012 and 2019 Equity Incentive Plans and agreements entered into in connection with the Reorganization Transactions. The conversion of the outstanding stock options did not result in any incremental expense as the number of stock options outstanding and the exercise price were both adjusted on a proportionate basis, and therefore, the fair value of the new award did not exceed the fair value of the previous award immediately prior to the modification. The outstanding stock options remain subject to their original vesting schedules. Accordingly, we continue to recognize the original grant date fair value of these converted stock options now outstanding under the Signify Health, Inc. Amended and Restated 2012 and 2019 Equity Incentive Plans. No future grants will be made under these plans. As of March 31, 2021, there were 6,022,134 stock options outstanding at a weighted average exercise price of $5.96. This includes 1,190,803 subject to performance-based vesting criteria which were not probable of occurring as of March 31, 2021. During the three months ended March 31, 2021 and 2020, we recognized $0.5 million and $0.4 million, respectively, of equity-based compensation expense related to outstanding stock options included in SG&A expense on the Condensed Consolidated Statements of Operations. As of March 31, 2021, there was $3.3 million of total unrecognized compensation expense related to unvested time-based stock options expected to be recognized over a weighted average period of 1.2 years. Additionally, there was approximately $2.6 million of unrecognized compensation expense related to stock options with performance-based vesting, in which the vesting conditions are not probable of occurring as of March 31, 2020. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Basic loss per share of Class A common stock is computed by dividing net loss attributable to Signify Health, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted loss per share of Class A common stock is computed by dividing net loss available to Signify Health, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. We analyzed the calculation of loss per unit for the period prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these unaudited Condensed Consolidated Financial Statements due to the significant nature of the Reorganization Transactions on the capital structure. Therefore, loss per unit information has not been presented for the three months ended March 31, 2020. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted loss per share of Class A common stock for the three months ended March 31, 2021. The basic and diluted loss per share for the three months ended March 31, 2021 represents only the period from February 12, 2021 to March 31, 2021, which represents the period wherein we had outstanding Class A common stock. Three months ended March 31, 2021 (in millions) Net (loss) income $ (51.7) Less: Net (loss) income attributable to pre-Reorganization Transactions (17.2) Less: Net (loss) income attributable to the noncontrolling interest (11.3) Net (loss) income attributable to Signify Health, Inc. (23.2) Weighted average shares of Class A common stock outstanding 165,486,015 Earnings (loss) per share of Class A common stock - Basic $ (0.14) Earnings (loss) per share of Class A common stock - Diluted $ (0.14) LLC Units of Cure TopCo participate in the earnings of Cure TopCo and therefore, our portion of Cure TopCo’s loss per share has been included in the net loss attributable to Signify Health, Inc. in the calculation above. Shares of Class B common stock do not participate in our earnings or losses and are therefore not participating securities. As such, separate presentation of basic and diluted loss per share of Class B common stock under the two-class method has not been presented. Shares of our Class B common stock are, however, considered potentially dilutive shares of Class A common stock. The 67,065,763 total shares of Class B common stock outstanding as of March 31, 2021 (which includes 9,443,460 unvested LLC units) were determined to be anti-dilutive as we recorded a net loss for the period, and have therefore been excluded from the computation of diluted earnings per share of Class A common stock. In addition, 6,903,584 stock options and 66,328 restricted stock units were excluded from the computation of diluted earnings per share of Class A common stock because the effect would have been anti-dilutive as we recorded a net loss for the period. |
Transaction-related Expenses
Transaction-related Expenses | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Transaction-related Expenses | Transaction-related Expenses For the three months ended March 31, 2021, we incurred $0.9 million of transaction-related expenses in connection with corporate development activities, such as potential mergers and acquisitions, strategic investments and similar activities. These transaction-related expenses related to consulting, compensation and integration-type expenses. Additionally, for the three months ended March 31, 2021 we incurred $4.7 million of costs in connection with our IPO. For the three months ended March 31, 2020, we incurred $2.4 million of transaction-related expenses related to the integration of Remedy Partners as well as expenses incurred in connection with acquisitions and other corporate development activities, such as potential mergers and acquisitions, strategic investments and similar activities. These transaction-related expenses related to consulting, compensation, and integration-type expenses. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit As of March 31, 2021, we have outstanding letters of credit totaling $9.2 million in favor of CMS, required in the event of a negative outcome on certain episodes of care within the BPCI-A program and we do not settle the related amounts owed to CMS. However, the terms of BPCI-A also require that certain partners provide a related reciprocal letter of credit for the majority of this amount. As of March 31, 2021, there are three related letters of credit totaling $8.8 million. Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable a liability has been incurred and the amount of the liability can be reasonably estimated. We are involved in various lawsuits, claims and administrative proceedings arising in the normal course of business. In management’s opinion, the ultimate resolution of these matters will not materially adversely affect our financial position, results of operations or cash flows. Sales Tax Reserve During the year ended December 31, 2019, it was determined that certain Episodes of Care Services may be subject to sales tax in certain jurisdictions. Historically, we have not collected sales tax from our Episodes of Care Services customers as we believed the services were not taxable. As of March 31, 2021 and December 31, 2020, we have a liability of $6.4 million and $8.0 million, respectively, for potential sales tax exposure related to services performed in 2016 through the second quarter of 2020, included in other current liabilities on the Condensed Consolidated Balance Sheets. We expect to start collecting sales tax from customers in 2021 for 2020 services. Equity Appreciation Rights In December 2019, we entered into an EAR agreement with a customer, which contains the following provisions: (i) committed the customer to purchase a minimum amount of services from one of our wholly-owned indirect operating subsidiaries for three years in accordance with specific terms and conditions and (ii) granted the customer a contingent EAR. The EAR agreement allows for the customer to participate in the future growth in the fair market value of our equity and can only be settled in cash (or, under certain circumstances, in whole or in part with a replacement agreement that mimics the economics of the original EAR agreement) upon a change in control, other liquidity event, or upon approval of our Board of Directors with consent by New Mountain Capital with certain terms and conditions. The EAR will expire in 20 years from the date of grant, if not previously settled. As of December 31, 2019, the EAR was accounted for as a contingent contract liability instrument. We did not recognize an expense associated with the EAR for the year ended December 31, 2019 as cash settlement was not considered probable, due to the change in control and liquidity provisions of the EAR. We adopted new accounting guidance in early 2020, which resulted in the initial fair value of the EAR being recorded as a reduction of revenue as this is consideration payable to a customer, and subsequent changes in fair value being recorded as other income (expense), net. Although the initial EAR agreement was executed in December 2019, the service period did not begin until 2020 and, therefore, there was no impact on our results of operations until 2020. The grant date fair value of this EAR was estimated to be $15.2 million and is being recorded as a reduction of revenue through December 31, 2022, coinciding with the three year performance period. Effective September 2020, we entered into a second EAR agreement with the same customer, containing similar provisions to the EAR agreement entered into in December 2019. We concurrently entered into an amended customer contract which included incremental evaluations volume from the customer beginning in 2020. The grant date fair value of this EAR was estimated to be $36.6 million and is being recorded as a reduction of revenue through December 31, 2022, coinciding with the 2.5 year performance period. As of March 31, 2021, there was approximately $34.5 million of original grant date fair value unrecognized, which we expect to record as a reduction of revenue over the next 1.75 years. We remeasure the fair value of the outstanding EAR agreements at the end of each reporting period and record any changes in fair value to other expense (income), net in our Condensed Consolidated Statement of Operations. See Note 10 Fair Value Measurements for changes in estimated fair value and valuation techniques used to estimate the EAR. Synthetic Equity Plan On February 14, 2020, our Board of Directors adopted a Synthetic Equity Plan (“SEP”) that provides for cash payments upon the satisfaction of certain criteria. The synthetic equity units granted under the SEP were subject to time and performance vesting and were to be paid upon a change in control (as defined in the SEP) based upon the difference in the value of the Company at the time of the change in control event and a "floor amount". Since the vesting criteria were not probable of occurring as of March 31, 2020, we had not recognized any compensation expense related to these awards for the three months ended March 31, 2020. In February 2021, the SEP was amended to, among other things, remove the change in control payment condition and provide for cash settlement upon each vesting event based on a 30 day volume weighted average price of our Class A common shares. As a result of this amendment, we began to record compensation expense and a current liability beginning in the first quarter of 2021 related to outstanding synthetic equity awards subject to time-based vesting. The liability and expense will be adjusted each reporting period based upon actual cash settlements and the underlying value of the stock. The SEU liability is included in accounts payable and accrued expenses on our Condensed Consolidated Balance Sheet. We have not recorded any expense related to the outstanding synthetic equity awards subject to performance-based vesting as the vesting criteria were not considered probable of occurring as of March 31, 2021. As of March 31, 2021, 495,303 synthetic equity units outstanding are subject to time-based vesting and 130,504 synthetic equity units outstanding are subject to performance-based vesting. The following table summarizes the change in the SEU liability for the three months ended March 31, 2021: (in millions) Balance at January 1, 2021 $ — SEU expense included in service expense 0.5 SEU expense included in SG&A expense 1.0 Cash payments (0.8) Balance at March 31, 2021 0.7 Contingent Consideration |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax (benefit) expense for the three months ended March 31, 2021 and 2020, was $(9.9) million and $0.1 million, respectively. The Company’s estimated effective tax rate for the three months ended March 31, 2021 was 16.1%. The Company’s estimated annual effective tax rate is less than the statutory rate of 21% primarily because the Company is not liable for income taxes on the portion of earnings that are attributable to non-controlling interest. As a result of the IPO, the Company recorded a change in the net deferred tax asset position, net of valuation allowance, of $29.0 million, which primarily consisted of the Company’s outside basis differences in its partnership subsidiaries. In assessing the realizability of deferred tax assets, including the deferred tax assets recorded as a result of the IPO and current year operations, management determined that it was more likely than not that the deferred tax assets will be realized. As of December 31, 2020, PatientBlox had U.S. federal net operating loss carryforwards for tax purposes aggregating approximately $6.2 million which have an indefinite carryforward period; however, these can only reduce taxable income in a future period by a maximum of 80%. All of these net operating loss carryforwards are subject to certain rules under Internal Revenue Code (“IRC”) Section 382. We believe these IRC Section 382 limitations will not ultimately affect our ability to use substantially all of the net operating loss carryforwards for income tax purposes. We have not offset any of the net deferred tax assets, including net operating loss carryforwards, with a valuation allowance for the tax periods ended December 31, 2020 due to existing taxable temporary differences that are a source of income supporting realization of the deferred tax assets. Uncertain Tax Provisions The Company evaluates and accounts for uncertain tax positions taken or expected to be taken on an income tax return using a two-step approach. Step one, recognition, occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination. Step two, measurement, determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more likely-than-not threshold of being sustained. The Company records interest (and penalties where applicable), net of any applicable related income tax benefit, on potential income tax contingencies as a component of income tax provision. We have evaluated our tax positions and have not identified any material uncertain tax positions for which a reserve should be recorded. Accordingly, no provision for uncertainties in income taxes has been made in the accompanying Condensed Consolidated Financial Statements at March 31, 2021. Tax Receivable Agreement In February 2021, in connection with the Reorganization Transactions and IPO, Signify Health entered into the Tax Receivable Agreement (the “TRA”), which obligates Signify Health to make payments to the Continuing Pre-IPO LLC Members, the Reorganization Parties, Optionholders (as defined in the TRA) of the Blocker Companies at the time of the Mergers, holders of synthetic equity units and any future party to the TRA (collectively, the “TRA Parties”) in the aggregate generally equal to 85% of the applicable cash savings that it actually realizes as a result of (i) certain favorable tax attributes acquired from the Blocker Companies in the Mergers (including net operating losses, the Blocker Companies’ allocable share of existing tax basis and refunds of Blocker Company taxes attributable to pre-Merger tax periods), (ii) increases in its allocable share of existing tax basis and tax basis adjustments that may result from (x) future redemptions or exchanges of LLC Units by Continuing Pre-IPO LLC Members for cash or Class A common stock, (y) the IPO Contribution and (z) certain payments made under the TRA and (iii) deductions in respect of interest and certain compensatory payments made under the TRA. We will retain the benefit of the remaining 15% of these tax savings. As of March 31, 2021, we had a liability of $51.3 million related to the projected obligations under the TRA. TRA related liabilities are classified as current or noncurrent based on the expected date of payment. As of March 31, 2021, there are no amounts due within 12 months and therefore the entire liability is included in Tax receivable agreement liability within noncurrent liabilities on our Condensed Consolidated Balance Sheet. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Operating segments are components of an enterprise for which separate financial information is available and evaluated regularly by our Chief Operating Decision Maker in deciding how to allocate resources and in assessing financial performance. Management views our operating performance in two reportable segments: Home & Community Services and Episodes of Care Services. We evaluate the performance of each segment based on segment revenue and adjusted EBITDA. The operating results of the reportable segment are based on segment adjusted EBITDA, which includes revenue and expenses incurred by the segment, as well as an allocation of shared expenses. Shared expenses are generally allocated to each segment based on the segments’ proportionate employee headcount. Certain costs are not allocated to the segments, as described below, as these items are not considered in evaluating the segment’s overall performance. See Note 5 Revenue Recognition for a summary of segment revenue by product type for the three months ended March 31, 2021 and 2020. Our operating segment results for the periods presented were as follows: Three months ended March 31, 2021 2020 (in millions) Revenue Home & Community Services $ 152.4 $ 103.1 Episodes of Care Services 27.6 28.6 Segment Adjusted EBITDA Home & Community Services 41.1 24.6 Episodes of Care Services (6.7) (2.7) Less: reconciling items to net loss: Unallocated costs (1) 72.5 11.0 Depreciation and amortization 16.7 14.5 Interest expense 6.8 5.2 Loss before income taxes $ (61.6) $ (8.8) (1) Unallocated costs as follows: Other (income) expense, net (2) 56.7 — Equity-based compensation 2.5 6.0 SEU Expense 1.5 — Customer equity appreciation rights 4.9 1.2 Transaction-related expenses 5.6 2.4 Non-allocated costs (3) 1.3 1.4 Total unallocated costs $ 72.5 $ 11.0 (2) Other (income) expense, net includes the remeasurement of the fair value of the outstanding customer EAR. (3) Non-allocated costs included remeasurement of contingent consideration, management fees paid to our capital partner and certain non-recurring expenses, including those associated with the closure of certain facilities, the sale of certain assets, one-time expenses related to the COVID-19 pandemic and the early termination of certain contracts. These costs are not considered by our Chief Operating Decision Maker in making resource allocation decisions. Our Chief Operating Decision Maker does not receive or utilize asset information to evaluate performance of operating segments. Accordingly, asset-related information has not been presented. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations During the normal course of operations, we maintain cash in bank accounts which exceed federally insured amounts. We have not experienced any losses in such accounts and do not believe we are exposed to any significant credit risk related to cash. Accounts receivable potentially subject us to concentrations of credit risk. Management believes that its contract acceptance, billing and collection policies are adequate to minimize potential credit risk. We continuously evaluate the credit worthiness of our customers’ financial condition and generally do not require collateral. We are dependent on a concentrated number of payors and provider partners with whom we contract to provide IHEs and other services. A significant portion of our revenues are generated from a small number of customers. For the three months ended March 31, 2021, we had three customers which accounted for approximately 30%, 26% and 10%, respectively, of total revenues. In addition, the revenue from our top ten customers accounted for approximately 82% of our total revenue for the three months ended March 31, 2021. As of March 31, 2021, we had three customers which accounted for approximately 18%, 12%, and 10%, respectively, of accounts receivable. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In connection with the Reorganization Transactions, we entered into several agreements with various parties including CureTopCo, LLC, New Mountain Capital and its affiliates, certain members of management and other shareholders. These include the Reorganization Agreement, the Amended and Restated Cure TopCo, LLC Agreement, the Tax Receivable Agreement, the Registration Rights Agreement and the Stockholders' Agreement, all of which are fully described in our 2020 Annual Report on Form 10-K. See Note 1 Nature of Operations for further details on the Reorganization Transactions. See Note 11 Shareholders' Equity for additional information on the Cure TopCo, LLC Recapitalization. See Note 17 Income Taxes for additional information on the Tax Receivable Agreement. On March 7, 2019, we entered into a consulting agreement with Bret Carlson, a former director, which provided for $0.3 million annually (payable monthly) in compensation for consulting services provided to us. In the event that we complete a corporate transaction in which we acquire all of the equity interests or all, or substantially all, of the assets of a company in our industry referred to and introduced to us by Mr. Carlson, Mr. Carlson will be eligible to receive a cash transaction fee of 3% of any deal consideration up to $10 million, plus an additional 1.5% on any incremental deal consideration above $10 million. On November 23, 2020, we entered into a letter agreement with Kevin McNamara, a director, which provided for payment of $0.1 million for the three months ended March 31, 2020 (payable in accordance with the Company’s payroll practices) in compensation for non-director related services provided to us. In addition, Mr. McNamara was entitled to reimbursement for annual premiums on life, accidental death and dismemberment, short-term disability and medical insurance. This agreement terminated effective March 1, 2021, as Mr. McNamara is now paid in accordance with our Director compensation policy. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These Condensed Consolidated Financial Statements are unaudited and have been prepared by us in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and following the rules and regulations of the Securities and Exchange Commission (the “SEC”). The financial statements included in this report should be read in conjunction with the Company’s audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. In our opinion, they reflect all adjustments, including normal recurring items, that are necessary to present fairly the results of interim periods. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by such rules and regulations; however, we believe that the disclosures are adequate to make the information presented not misleading. Operating results for the periods presented herein are not necessarily indicative of the results that may be expected for future interim periods or the entire fiscal year. Our quarterly results of operations, including our revenue, income (loss) from operations, net loss and cash flows, have varied and may vary significantly in the future, and period-to-period comparisons of our results of operations may not be meaningful. Accordingly, our interim results should not be relied upon as an indication of future performance. |
Consolidation | For the periods subsequent to the Reorganization Transactions effective February 12, 2021, the Condensed Consolidated Financial Statements represent Signify Health and our consolidated subsidiaries, including Cure TopCo. For the periods prior to the Reorganization Transactions, the condensed consolidated financial statements represent Cure TopCo and its consolidated subsidiaries, see Note 1 Nature of Operations . Signify Health was formed for the purpose of the IPO, which was effective in February 2021 and had no activities of its own prior to such date. We are a holding company and our sole material asset is a controlling ownership interest in Cure TopCo. The Condensed Consolidated Financial Statements include the accounts and financial statements of our wholly-owned subsidiaries and variable interest entities (VIEs) where we are the primary beneficiary. Results of operations of VIEs are included from the dates we became the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with GAAP, which requires management to make estimates and assumptions affecting the reported amounts in our Condensed Consolidated Financial Statements and accompanying notes. These estimates are based on information available as of the date of the Condensed Consolidated Financial Statements; therefore, actual results could differ from those estimates. The significant estimates underlying our Condensed Consolidated Financial Statements include revenue recognition; allowance for doubtful accounts; recoverability of long-lived assets, intangible assets and goodwill; loss contingencies; accounting for business combinations, including amounts assigned to definite and indefinite lived intangible assets and contingent consideration; and equity-based compensation. As of March 31, 2021, the impact of the outbreak of COVID-19 continues to unfold; See Note 3 The COVID-19 Pandemic . As a result, many of our estimates and assumptions have required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in the future. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) We have not identified any incremental items that would be considered a component of comprehensive income (loss) and accordingly a statement of comprehensive loss is not reflected in the Condensed Consolidated Financial Statements because net loss and comprehensive loss are the same. |
Restricted Cash | Restricted Cash Under our Master Agreement with the Centers for Medicare and Medicaid Services (“CMS”), we were required to place certain funds in escrow for the benefit of CMS. These amounts, known as a Secondary Repayment Source (“SRS”), were primarily based on the size of our participation in the legacy CMS Bundled Payments for Care Improvement (“BPCI”) program, the predecessor program of the Bundled Payments for Care Improvement - Advanced initiative (“BPCI-A”). These funds were available to CMS as a supplemental payment source if we failed to pay amounts owed to CMS. Under the agreement the funds are returned to us 18 months after the conclusion of the effective period of the CMS Master Agreement, or when all financial obligations to CMS are fulfilled. As of March 31, 2021 and December 31, 2020, there were $0.5 million in the SRS account included in restricted cash on the Condensed Consolidated Balance Sheets related to BPCI-A. During 2020, $15.8 million of SRS funds were released to us from escrow as the original BPCI program had ended. We also withhold a portion of shared savings to customers in a “holding pool” to cover any potential subsequent negative adjustments through CMS’s subsequent reconciliation true-up process. These funds are distributed to customers following the final true-up if there is no negative adjustment. These amounts represent consideration payable to the customer and therefore have reduced revenue in the period earned. The funds have been received by us from CMS and are held in a separate cash account, included as restricted cash on the Condensed Consolidated Balance Sheets. Since the funds are payable to the customer at the point the final CMS true-up is made or a negative adjustment is due to us, the amounts are also included in accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets. As of March 31, 2021 and December 31, 2020, there was $3.5 million of restricted cash in the holding pool. In addition, we held $0.4 million of restricted cash as of March 31, 2021 acquired in connection with the PatientBlox acquisition. In accordance with the acquisition agreement, the use of the funds held in a PatientBlox bank account is restricted until the first defined milestone period expires, which is expected to occur during the second quarter of 2021. |
Accounts Receivable | Accounts ReceivableAccounts receivable primarily consist of amounts due from customers and CMS and are stated at their net realizable value. Management evaluates all accounts periodically and an allowance is established based on the best facts available to management. Management considers historical realization data, accounts receivable aging trends and other operational trends to estimate the collectability of receivables. After all reasonable attempts to collect a receivable have been exhausted, the receivable is written off against the allowance for doubtful accounts. |
Advertising and Marketing Cost | Advertising and Marketing CostsAdvertising and marketing costs are included in SG&A expenses and are expensed as incurred. |
Income Taxes | Income Taxes We are organized as a C Corporation and own a controlling interest in Cure TopCo which is organized as a partnership for tax purposes. For partnership and disregarded entities, taxable income and the resulting liabilities are allocated among the owners of the entities and reported on the tax filings for those owners. We record income tax (benefit) expense, deferred tax assets, and deferred tax liabilities only for the items for which we are responsible for making payments directly to the relevant tax authority. Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws expected to be in effect when such differences are expected to reverse. Such temporary differences are reflected as deferred tax assets and deferred tax liabilities on the Condensed Consolidated Balance Sheets. A deferred tax asset is recognized if it is more likely than not that a tax benefit will be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will be realized and, when necessary, a valuation allowance is established. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. We may recognize tax liabilities when, despite our belief that our tax return positions are supportable, we believe that certain positions may not be fully sustained upon review by the tax authorities. Benefits from tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences impact income tax expense in the period such determination is made. We recognize interest and penalties related to income taxes as a component of income tax expense. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted In June 2018, the FASB issued Accounting Standards Update No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) . The amendments in ASU 2018-07 expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. We elected to early adopt this new guidance for interim periods in 2020 with no significant impact to our financial statements. In November 2019, the FASB issued ASU 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements – Share-Based Consideration Payable to a Customer (“ASU 2019-08”). ASU 2019-08 requires that an entity measure and classify share-based payment awards granted to a customer by applying the guidance in Topic 718. The amount recorded as a reduction of the transaction price is required to be measured on the basis of the grant-date fair value of the share-based payment award in accordance with Topic 718. The grant date is the date at which a grantor (supplier) and a grantee (customer) reach a mutual understanding of the key terms and conditions of a share-based payment award. ASU 2019-08 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. We elected to early adopt this new guidance for interim periods in 2020, which had an impact on the customer Equity Appreciation Rights (“EAR”) agreements. The initial grant date fair value of the EAR agreements is being recorded as a reduction of the transaction price beginning in 2020. See Note 16 Commitments and Contingencies . Pending Adoption We are an “emerging growth company” under the Jumpstart Our Business Startups Act (“JOBS Act”). Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by FASB or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We intend to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. The effective dates below are the effective dates we expect to adopt the new accounting pronouncements, which are those permitted for a company that is not an issuer. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which requires lessees to recognize leases on the balance sheet by recording a right-of-use asset and lease liability. This guidance is effective for non-public entities for annual reporting periods beginning after December 15, 2021. Early adoption is permitted. We plan to adopt the standard as of the effective date. We are currently evaluating the provisions of the standard, including optional practical expedients. We are assessing the impact to our accounting policies, processes, disclosures, and internal control over financial reporting. We expect to record a right of use asset and corresponding lease liability for all outstanding leases. It is likely that the adoption will have a material impact to our Condensed Consolidated Balance Sheet given the number of facility leases we currently have. We continue to evaluate the expected impact to our Condensed Consolidated Statements of Operations and Cash Flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”) which introduced the current expected credit losses methodology for estimating allowances for credit losses. ASU 2016-13 applies to all financial instruments carried at amortized cost and off-balance-sheet credit exposures not accounted for as insurance, including loan commitments, standby letters of credit, and financial guarantees. The new accounting standard does not apply to trading assets, loans held for sale, financial assets for which the fair value option has been elected, or loans and receivables between entities under common control. ASU 2016-13 is effective for non-public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact of this new guidance on our financial statements. |
Revenue from Contract with Customer | Disaggregation of RevenueWe earn revenue from our two operating segments, Home & Community Services and Episodes of Care Services, under contracts that contain various fee structures. Through our Home & Community Services segment, we offer health evaluations performed either within the patient’s home, virtually or at a healthcare provider facility, primarily to Medicare Advantage health plans (and to some extent, Medicaid). Additionally, we offer certain diagnostic screening and other ancillary services, and through our Signify Community solution, we offer services to address healthcare concerns related to social determinants of health. Through our Episodes of Care Services segment, we primarily provide services designed to improve the quality and efficiency of healthcare delivery by developing and managing episodic payment programs in partnership with healthcare providers, primarily under the BPCI-A program with CMS. Additionally, we provide certain complex care management services. All of our revenue is generated in the United States. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table reconciles cash, cash equivalents, and restricted cash per the Condensed Consolidated Statements of Cash Flows to the Condensed Consolidated Balance Sheets: March 31, December 31, 2021 2020 (in millions) Cash and cash equivalents $ 756.5 $ 72.6 Restricted cash 4.4 4.4 Total cash, cash equivalents, and restricted cash $ 760.9 $ 77.0 |
Schedule of Restricted Cash | The following table reconciles cash, cash equivalents, and restricted cash per the Condensed Consolidated Statements of Cash Flows to the Condensed Consolidated Balance Sheets: March 31, December 31, 2021 2020 (in millions) Cash and cash equivalents $ 756.5 $ 72.6 Restricted cash 4.4 4.4 Total cash, cash equivalents, and restricted cash $ 760.9 $ 77.0 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The carrying amount and classification of the VIEs’ assets and liabilities included in the Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020, net of intercompany amounts, are as follows: March 31, December 31, 2021 2020 (in millions) ASSETS Current assets Cash and cash equivalents $ 3.3 $ 1.8 Accounts receivable, net 9.8 — Total current assets 13.1 1.8 Total assets $ 13.1 $ 1.8 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued expenses — 0.1 Total current liabilities — 0.1 Total liabilities — 0.1 Company capital 12.1 (0.7) Retained earnings 1.0 2.4 Total equity 13.1 1.7 Total liabilities and equity $ 13.1 $ 1.8 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes disaggregated revenue from contracts with customers for the three months ended March 31, 2021 and 2020 by source of revenue, which we believe best presents the nature, amount and timing of revenue. Three months ended March 31, 2021 2020 (in millions) Evaluations $ 150.3 $ 101.1 Other 2.1 2.0 Home & Community Services Total Revenue 152.4 103.1 Episodes 25.4 25.7 Other 2.2 2.9 Episodes of Care Services Total Revenue 27.6 28.6 Consolidated Revenue Total $ 180.0 $ 131.7 |
Schedule of Contract Assets and Contract Liabilities | The following table provides information about accounts included on the Condensed Consolidated Balance Sheet as of March 31, 2021 and December 31, 2020. March 31, 2021 December 31, 2020 Episodes of Care Services Home & Community Services Total Episodes of Care Services Home & Community Services Total (in millions) Assets Accounts receivable, net (1) $ 68.4 $ 101.0 $ 169.4 $ 183.3 $ 87.3 $ 270.6 Contract assets (2) $ 61.3 $ — $ 61.3 $ 27.8 $ — $ 27.8 Liabilities Shared savings payable (3) $ 74.4 $ — $ 74.4 $ 80.8 $ — $ 80.8 Contract liabilities (4) $ 18.9 $ 1.9 $ 20.8 $ 4.8 $ 1.4 $ 6.2 Deferred revenue (5) $ 6.2 $ 0.8 $ 7.0 $ 2.4 $ 1.4 $ 3.8 (1) Accounts receivable, net for Episodes of Care Services included $41.0 million due from CMS as of March 31, 2021 primarily related to the third reconciliation period of the BPCI-A program. The remaining amount of accounts receivable for both Episodes of Care Services and Home & Community Services represent amounts to be received from customers. Home & Community Services accounts receivable as of March 31, 2021 reflects strong IHE volume in the first quarter and a return to a higher mix of in-home IHEs compared to vIHE. (2) Contract assets represents management’s estimate of amounts we expect to receive under the BPCI-A program related to the next two reconciliation periods. As of March 31, 2021, contract assets cover episodes of care for the period April 2020 through March 2021. Estimates for program size and savings rate are based on information available as of the date of the financial statements. We record an estimate of revenue related to these performance obligations over the 13-month period starting in the period the related episodes of care commence and through the estimated receipt of the semi-annual CMS reconciliation file. Any changes to these estimates based on new information will be recorded in the period such information is received. Total savings generated and revenue earned for the episodes of care in which a component of the contract asset recorded as of March 31, 2021 relates to, will be included in the semi-annual reconciliation expected from CMS during the second quarter of 2021. (3) Total shared savings payable is included in accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets. Shared savings payable for Episodes of Care Services included $0.7 million due to CMS as of March 31, 2021, which we expect to settle this amount with CMS during the next semi-annual reconciliation period in the second quarter of 2021. Shared savings payable for Episodes of Care Services included $6.8 million due to CMS as of December 31, 2020, the majority of which was settled with CMS in the first quarter of 2021. Shared savings payable includes $70.2 million as of March 31, 2021 primarily related to the third reconciliation, which is expected to be paid to customers related to their portion of savings earned under the BPCI-A program. Additionally, there is $3.5 million included in shared savings payable at March 31, 2021, which represents amounts withheld from customers under the BPCI-A program based on contractual withholding percentages. This amount has been received by us from CMS and is held as restricted cash. We expect to remit these amounts to customers at the conclusion of the program, at which time both restricted cash and the liability will be reduced. (4) Contract liabilities in our Episodes of Care Services segment represent management’s estimate of savings amounts we expect to share with our customers based on contractual shared savings percentages related to the amounts we expect to be entitled to receive under the BPCI-A program for the next two reconciliation periods and service level agreements with certain customers. As of March 31, 2021, contract liabilities of $18.9 million cover episodes of care for the period April 2020 through March 2021. These amounts offset the gross amount we expect to receive for the same period included in contract assets as of March 31, 2021. Contract liabilities in the Home & Community Services segment of $1.9 million as of March 31, 2021 represent management’s estimate of potential refund liabilities due to certain clients as a result of certain service levels not being achieved during the contractual periods primarily due to COVID-19. (5) Deferred revenue is included in other current liabilities on the Condensed Consolidated Balance Sheets and primarily relates to advance payments received from certain customers. The table below summarizes the activity recorded in the contract asset and liability accounts for the three months ended March 31, 2021 and 2020. Contract Assets 2021 2020 (in millions) Balance at January 1, $ 27.8 $ 38.3 Estimated revenue recognized related to performance obligations satisfied over time 33.5 34.4 Balance at March 31, $ 61.3 $ 72.7 Contract Liabilities 2021 2020 (in millions) Balance at January 1, $ 6.2 $ 3.1 Payments made to customer (0.6) — Estimated amounts due to customer related performance obligations satisfied at a point-in-time 1.1 — Estimated amounts due to customer related to performance obligations satisfied over time 14.1 9.1 Balance at March 31, $ 20.8 $ 12.2 Deferred Revenue 2021 2020 (in millions) Balance at January 1, $ 3.8 $ 1.2 Payments received from customers 7.5 1.3 Revenue recognized upon completion of performance obligation (4.3) (0.9) Balance at March 31, $ 7.0 $ 1.6 Shared Savings Payable 2021 2020 (in millions) Balance at January 1, $ 80.8 $ 58.2 Amounts paid to customer and/or CMS (22.0) (39.0) Amounts due to customer upon completion of performance obligation 15.6 5.3 Balance at March 31, $ 74.4 $ 24.5 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, net | As of March 31, 2021 and December 31, 2020, property and equipment, net were as follows: March 31, 2021 December 31, 2020 (in millions) Leasehold Improvements $ 18.5 $ 18.5 Computer equipment 17.2 16.6 Furniture and fixtures 6.0 5.8 Software 2.4 2.4 Projects in progress 0.2 0.3 Property and equipment, gross 44.3 43.6 Less: Accumulated depreciation and amortization (20.2) (18.2) Property and equipment, net $ 24.1 $ 25.4 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets were as follows for the periods presented: March 31, 2021 December 31, 2020 Estimated Useful Life (years) Gross Carrying Amount Accumulated amortization Net Carrying Value Gross Carrying Amount Accumulated amortization Net Carrying Value (in millions) Customer relationships 3 - 20 $ 530.5 $ (101.9) $ 428.6 $ 530.5 $ (92.9) $ 437.6 Acquired and capitalized software 3 - 6 129.3 (60.0) 69.3 123.6 (54.3) 69.3 Total $ 659.8 $ (161.9) $ 497.9 $ 654.1 $ (147.2) $ 506.9 |
Schedule of Expected Amortization Expense | Expected amortization expense as of March 31, 2021 related to intangible assets, including internal-use software development costs, was as follows: (in millions) Remainder of 2021 $ 47.1 2022 52.3 2023 47.4 2024 35.3 2025 33.8 thereafter 282.0 $ 497.9 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following: March 31, December 31, 2021 2020 (in millions) Shared savings payable $ 74.4 $ 80.8 Accrued payroll and payroll-related expenses 25.2 47.1 Other accrued expenses 20.6 19.0 Accounts payable 9.4 0.7 Accrued income taxes 3.5 — Total accounts payable and accrued liabilities $ 133.1 $ 147.6 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt was as follows at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 (in millions) Revolving Facility $ — $ — Term Loan 271.7 272.5 2020 Incremental Term Loans 139.7 140.0 Total debt 411.4 412.5 Unamortized debt issuance costs (5.1) (5.5) Unamortized discount on debt (5.3) (5.7) Total debt, net 401.0 401.3 Less current maturities (4.2) (4.2) Total long-term debt $ 396.8 $ 397.1 |
Future Principal Maturities of Long-Term Debt | The aggregate principal maturities of long-term debt due subsequent to March 31, 2021 are as follows: (in millions) Remainder of 2021 $ 3.1 2022 4.2 2023 4.2 2024 399.9 $ 411.4 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | Assets and liabilities measured at fair value on a recurring basis were as follows as of March 31, 2021 and December 31, 2020: March 31, 2021 Balance Sheet Classification Type of Instrument Level 1 Level 2 Level 3 Total (in millions) Cash equivalents Money market funds $ 460.0 $ — $ — $ 460.0 Customer EAR liability Customer equity appreciation rights — — 83.3 83.3 Contingent consideration Consideration due to sellers — — 15.4 15.4 December 31, 2020 Balance Sheet Classification Type of Instrument Level 1 Level 2 Level 3 Total (in millions) Cash equivalents Money market funds $ 20.0 $ — $ — $ 20.0 Customer EAR liability Customer equity appreciation rights — — 21.6 21.6 Contingent consideration Consideration due to sellers — — 15.2 15.2 |
Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis | The changes in Level 3 liabilities measured at fair value on a recurring basis for the three months ended March 31, 2021 and 2020 were as follows: Contingent Consideration 2021 2020 (in millions) Balance at January 1, $ 15.2 $ 39.8 Remeasurement of contingent consideration included in selling, general and administrative expense 0.2 0.2 Balance at March 31, $ 15.4 $ 40.0 Customer equity appreciation rights 2021 2020 (in millions) Balance at January 1, $ 21.6 $ — Grant date fair value estimate recorded as reduction to revenue 4.9 1.2 Remeasurement of fair value included in other expense (income), net 56.8 0.1 Balance at March 31, $ 83.3 $ 1.3 |
Schedule of Valuation Techniques and Significant Unobservable Inputs | The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows as of March 31, 2021: Fair Value (in millions) Valuation Technique Significant Unobservable Inputs Assumption Customer equity appreciation rights $ 83.3 Monte Carlo Volatility 50.0% Dividend yield 0% Risk-free rate 0.50% Expected term (years) 3.5 Fair Value (in millions) Valuation Technique Significant Unobservable Inputs Discount Rate Consideration due to sellers $ 15.4 Discounted approach Discount Rate 5.0 % The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows as of December 31, 2020: Fair Value (in millions) Valuation Technique Significant Unobservable Inputs Assumption Customer equity appreciation rights $ 21.6 Monte Carlo Volatility 55.0% Dividend yield 0% Risk-free rate 0.11% Expected term (years) 1.35 Fair Value (in millions) Valuation Technique Significant Unobservable Inputs Discount Rate Consideration due to sellers $ 15.2 Discounted approach Discount Rate 5.0 % |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Summary of Ownership Interests in Cure TopCo | The following table summarizes the ownership interests in Cure TopCo as of March 31, 2021: March 31, 2021 LLC Units Ownership Percentage Number of LLC Units held by Signify Health, Inc. 167,967,856 74.5% Number of LLC Units held by noncontrolling interests 57,622,302 25.5% Total LLC Units outstanding 225,590,158 100.0% |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted loss per share of Class A common stock for the three months ended March 31, 2021. The basic and diluted loss per share for the three months ended March 31, 2021 represents only the period from February 12, 2021 to March 31, 2021, which represents the period wherein we had outstanding Class A common stock. Three months ended March 31, 2021 (in millions) Net (loss) income $ (51.7) Less: Net (loss) income attributable to pre-Reorganization Transactions (17.2) Less: Net (loss) income attributable to the noncontrolling interest (11.3) Net (loss) income attributable to Signify Health, Inc. (23.2) Weighted average shares of Class A common stock outstanding 165,486,015 Earnings (loss) per share of Class A common stock - Basic $ (0.14) Earnings (loss) per share of Class A common stock - Diluted $ (0.14) |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of SEU Activity | The following table summarizes the change in the SEU liability for the three months ended March 31, 2021: (in millions) Balance at January 1, 2021 $ — SEU expense included in service expense 0.5 SEU expense included in SG&A expense 1.0 Cash payments (0.8) Balance at March 31, 2021 0.7 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segment Results | Our operating segment results for the periods presented were as follows: Three months ended March 31, 2021 2020 (in millions) Revenue Home & Community Services $ 152.4 $ 103.1 Episodes of Care Services 27.6 28.6 Segment Adjusted EBITDA Home & Community Services 41.1 24.6 Episodes of Care Services (6.7) (2.7) Less: reconciling items to net loss: Unallocated costs (1) 72.5 11.0 Depreciation and amortization 16.7 14.5 Interest expense 6.8 5.2 Loss before income taxes $ (61.6) $ (8.8) (1) Unallocated costs as follows: Other (income) expense, net (2) 56.7 — Equity-based compensation 2.5 6.0 SEU Expense 1.5 — Customer equity appreciation rights 4.9 1.2 Transaction-related expenses 5.6 2.4 Non-allocated costs (3) 1.3 1.4 Total unallocated costs $ 72.5 $ 11.0 (2) Other (income) expense, net includes the remeasurement of the fair value of the outstanding customer EAR. (3) Non-allocated costs included remeasurement of contingent consideration, management fees paid to our capital partner and certain non-recurring expenses, including those associated with the closure of certain facilities, the sale of certain assets, one-time expenses related to the COVID-19 pandemic and the early termination of certain contracts. These costs are not considered by our Chief Operating Decision Maker in making resource allocation decisions. |
Nature of Operations (Details)
Nature of Operations (Details) $ / shares in Units, $ in Millions | Feb. 16, 2021USD ($)vote$ / sharesshares | Mar. 31, 2021classsegmentvote | Mar. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||
Number of operating segments | segment | 2 | ||
Underwriting discounts and commissions | $ 0.3 | ||
Number of classes of non-voting common units | class | 1 | ||
Number of classes of common stock | class | 2 | ||
Number of votes per share | vote | 1 | ||
Cure TopCo | |||
Subsidiary, Sale of Stock [Line Items] | |||
Economic ownership interest by parent (as a percent) | 74.10% | 74.50% | |
Economic ownership interest by noncontrolling interest (as a percent) | 25.90% | 25.50% | |
Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of votes per share | vote | 1 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Gross proceeds from IPO | $ 648.6 | ||
Net proceeds from IPO | 609.7 | ||
Underwriting discounts and commissions | $ 38.9 | ||
IPO | Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, number of shares issued in transaction (in shares) | shares | 27,025,000 | ||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 24 | ||
Over-Allotment Option | Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, number of shares issued in transaction (in shares) | shares | 3,525,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |||
Number of operating segments | segment | 2 | ||
Return of funds following conclusion of effective period of CMS master agreement, period | 18 months | ||
Allowance for doubtful accounts | $ 5.2 | $ 5.1 | |
Advertising and marketing costs | 0.3 | $ 0.4 | |
Cash and Cash Equivalents [Line Items] | |||
Restricted cash | 4.4 | 4.4 | |
PatientBlox | |||
Cash and Cash Equivalents [Line Items] | |||
Restricted cash | 0.4 | ||
Secondary Repayment Source | |||
Cash and Cash Equivalents [Line Items] | |||
Restricted cash | 0.5 | 0.5 | |
Release of restricted cash | 15.8 | ||
Holding Pool | |||
Cash and Cash Equivalents [Line Items] | |||
Restricted cash | $ 3.5 | $ 3.5 |
Significant Accounting Polici_5
Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 756.5 | $ 72.6 | ||
Restricted cash | 4.4 | 4.4 | ||
Total cash, cash equivalents, and restricted cash | $ 760.9 | $ 77 | $ 119.4 | $ 50.2 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) $ in Millions | Mar. 31, 2021USD ($)physicianPractice | Dec. 31, 2020USD ($)physicianPractice |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of physician practices | physicianPractice | 8 | 1 |
Variable Interest Entity [Line Items] | ||
Assets | $ 2,172.7 | $ 1,522.3 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Assets | $ 13.1 | $ 1.8 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 756.5 | $ 72.6 |
Accounts receivable, net | 169.4 | 270.6 |
Total current assets | 1,003.3 | 389.2 |
Total assets | 2,172.7 | 1,522.3 |
Current liabilities | ||
Accounts payable and accrued expenses | 133.1 | 147.6 |
Total current liabilities | 191.5 | 189.6 |
Total liabilities | 741.7 | 628.3 |
Company capital | 1,082.3 | 0 |
Retained earnings | (23.2) | 0 |
Total liabilities and stockholders' / members' equity | 2,172.7 | 1,522.3 |
Variable Interest Entity, Primary Beneficiary | ||
Current assets | ||
Cash and cash equivalents | 3.3 | 1.8 |
Accounts receivable, net | 9.8 | 0 |
Total current assets | 13.1 | 1.8 |
Total assets | 13.1 | 1.8 |
Current liabilities | ||
Accounts payable and accrued expenses | 0 | 0.1 |
Total current liabilities | 0 | 0.1 |
Total liabilities | 0 | 0.1 |
Company capital | 12.1 | (0.7) |
Retained earnings | 1 | 2.4 |
Total equity | 13.1 | 1.7 |
Total liabilities and stockholders' / members' equity | $ 13.1 | $ 1.8 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021segment | |
Revenue from Contract with Customer [Abstract] | |
Number of operating segments | 2 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 180 | $ 131.7 |
Home & Community Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 152.4 | 103.1 |
Episodes of Care Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 27.6 | 28.6 |
Evaluations | Home & Community Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 150.3 | 101.1 |
Other | Home & Community Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2.1 | 2 |
Other | Episodes of Care Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2.2 | 2.9 |
Episodes | Episodes of Care Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 25.4 | $ 25.7 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Related Balance Sheets Account (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||||
Accounts receivable, net | $ 169.4 | $ 270.6 | ||
Contract assets | 61.3 | 27.8 | $ 72.7 | $ 38.3 |
Liabilities | ||||
Shared savings payable | 74.4 | 80.8 | 24.5 | 58.2 |
Contract liabilities | 20.8 | 6.2 | 12.2 | 3.1 |
Deferred revenue | 7 | 3.8 | $ 1.6 | $ 1.2 |
Third Reconciliation Period of BPCI-A Program | ||||
Liabilities | ||||
Shared savings payable | 70.2 | |||
Amounts Withheld Under BPCI-A Program | ||||
Liabilities | ||||
Shared savings payable | 3.5 | |||
Episodes of Care Services | ||||
ASSETS | ||||
Accounts receivable, net | 68.4 | 183.3 | ||
Contract assets | 61.3 | 27.8 | ||
Liabilities | ||||
Shared savings payable | 74.4 | 80.8 | ||
Contract liabilities | 18.9 | 4.8 | ||
Deferred revenue | 6.2 | 2.4 | ||
Episodes of Care Services | Centers for Medicare and Medicaid Services | ||||
ASSETS | ||||
Accounts receivable, net | 41 | |||
Liabilities | ||||
Shared savings payable | 0.7 | 6.8 | ||
Home & Community Services | ||||
ASSETS | ||||
Accounts receivable, net | 101 | 87.3 | ||
Contract assets | 0 | 0 | ||
Liabilities | ||||
Shared savings payable | 0 | 0 | ||
Contract liabilities | 1.9 | 1.4 | ||
Deferred revenue | $ 0.8 | $ 1.4 |
Revenue Recognition - Contract
Revenue Recognition - Contract Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Contract with Customer, Asset [Roll Forward] | ||
Beginning balance | $ 27.8 | $ 38.3 |
Estimated revenue recognized related to performance obligations satisfied over time | 33.5 | 34.4 |
Ending balance | $ 61.3 | $ 72.7 |
Revenue Recognition - Contrac_2
Revenue Recognition - Contract Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Contract with Customer, Refund Liability [Roll Forward] | ||
Beginning balance | $ 6.2 | $ 3.1 |
Payments made to customer | (0.6) | 0 |
Estimated amounts due to customer related performance obligations satisfied at a point-in-time | 1.1 | 0 |
Estimated amounts due to customer related to performance obligations satisfied over time | 14.1 | 9.1 |
Ending balance | $ 20.8 | $ 12.2 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | $ 3.8 | $ 1.2 |
Payments received from customers | 7.5 | 1.3 |
Revenue recognized upon completion of performance obligation | (4.3) | (0.9) |
Ending balance | $ 7 | $ 1.6 |
Revenue Recognition - Shared Sa
Revenue Recognition - Shared Savings Payable (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Shared Savings Payable [Roll Forward] | ||
Beginning balance | $ 80.8 | $ 58.2 |
Amounts paid to customer and/or CMS | (22) | (39) |
Amounts due to customer upon completion of performance obligation | 15.6 | 5.3 |
Ending balance | $ 74.4 | $ 24.5 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment, net (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 44.3 | $ 43.6 |
Less: Accumulated depreciation and amortization | (20.2) | (18.2) |
Property and equipment, net | 24.1 | 25.4 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 18.5 | 18.5 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 17.2 | 16.6 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6 | 5.8 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2.4 | 2.4 |
Projects in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 0.2 | $ 0.3 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 2,000,000 | $ 1,500,000 |
Impairment of property and equipment | $ 0 | $ 0 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 659.8 | $ 654.1 |
Accumulated amortization | (161.9) | (147.2) |
Net Carrying Value | 497.9 | 506.9 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 530.5 | 530.5 |
Accumulated amortization | (101.9) | (92.9) |
Net Carrying Value | $ 428.6 | 437.6 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 3 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 20 years | |
Acquired and capitalized software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 129.3 | 123.6 |
Accumulated amortization | (60) | (54.3) |
Net Carrying Value | $ 69.3 | $ 69.3 |
Acquired and capitalized software | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 3 years | |
Acquired and capitalized software | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 6 years |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Capitalization of internally-developed software costs | $ 5,700,000 | $ 5,000,000 |
Impairment of finite-lived intangible assets | 0 | 0 |
Amortization of intangible assets | $ 14,700,000 | $ 13,000,000 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 47.1 | |
2022 | 52.3 | |
2023 | 47.4 | |
2024 | 35.3 | |
2025 | 33.8 | |
thereafter | 282 | |
Net Carrying Value | $ 497.9 | $ 506.9 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||||
Shared savings payable | $ 74.4 | $ 80.8 | $ 24.5 | $ 58.2 |
Accrued payroll and payroll-related expenses | 25.2 | 47.1 | ||
Other accrued expenses | 20.6 | 19 | ||
Accounts payable | 9.4 | 0.7 | ||
Accrued income taxes | 3.5 | 0 | ||
Total accounts payable and accrued liabilities | $ 133.1 | $ 147.6 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 411.4 | $ 412.5 |
Unamortized debt issuance costs | (5.1) | (5.5) |
Unamortized discount on debt | (5.3) | (5.7) |
Total debt, net | 401 | 401.3 |
Less current maturities | (4.2) | (4.2) |
Total long-term debt | 396.8 | 397.1 |
Credit Agreement | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 0 |
Credit Agreement | Secured Debt | ||
Debt Instrument [Line Items] | ||
Total debt | 271.7 | 272.5 |
2020 Incremental Term Loans | Secured Debt | ||
Debt Instrument [Line Items] | ||
Total debt | $ 139.7 | $ 140 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |||
Proceeds from lines of credit | $ 77 | ||
Credit Agreement, Term Loan | Secured Debt | |||
Debt Instrument [Line Items] | |||
Effective interest rate (as a percent) | 5.50% | 5.50% | |
Credit Agreement, Incremental Term Loan | Secured Debt | |||
Debt Instrument [Line Items] | |||
Effective interest rate (as a percent) | 6.25% | 6.25% | |
Credit Agreement | Secured Debt | |||
Debt Instrument [Line Items] | |||
Excess cash flow payment due, term | 10 days | ||
Credit Agreement | Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Remaining borrowing capacity | $ 77 |
Long-Term Debt - Future Princip
Long-Term Debt - Future Principal Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Remainder of 2021 | $ 3.1 | |
2022 | 4.2 | |
2023 | 4.2 | |
2024 | 399.9 | |
Total debt | $ 411.4 | $ 412.5 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer EAR liability | $ 83.3 | $ 21.6 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer EAR liability | 83.3 | 21.6 |
Contingent consideration | 15.4 | 15.2 |
Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 460 | 20 |
Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer EAR liability | 0 | 0 |
Contingent consideration | 0 | 0 |
Level 1 | Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 460 | 20 |
Level 2 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer EAR liability | 0 | 0 |
Contingent consideration | 0 | 0 |
Level 2 | Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 3 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer EAR liability | 83.3 | 21.6 |
Contingent consideration | 15.4 | 15.2 |
Level 3 | Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Contingent Consideration and Customer Equity Appreciation Rights (Details) - Level 3 - Fair Value, Recurring - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Contingent Consideration, Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 15.2 | $ 39.8 |
Remeasurement of fair value | 0.2 | 0.2 |
Ending balance | 15.4 | 40 |
Customer equity appreciation rights | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 21.6 | 0 |
Ending balance | 83.3 | 1.3 |
Customer equity appreciation rights | Revenue from Contract with Customer, Excluding Assessed Tax | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Remeasurement of fair value | 4.9 | 1.2 |
Customer equity appreciation rights | Other Nonoperating Income (Expense) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Remeasurement of fair value | $ 56.8 | $ 0.1 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Valuation Techniques and Significant Unobservable Inputs (Details) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer equity appreciation rights, fair value | $ 83.3 | $ 21.6 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer equity appreciation rights, fair value | 83.3 | 21.6 |
Consideration due to sellers, fair value | 15.4 | 15.2 |
Level 3 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer equity appreciation rights, fair value | 83.3 | 21.6 |
Consideration due to sellers, fair value | 15.4 | 15.2 |
Level 3 | Fair Value, Recurring | Monte Carlo | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer equity appreciation rights, fair value | $ 83.3 | $ 21.6 |
Level 3 | Fair Value, Recurring | Monte Carlo | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer equity appreciation rights, measurement input | 0.500 | 0.550 |
Level 3 | Fair Value, Recurring | Monte Carlo | Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer equity appreciation rights, measurement input | 0 | 0 |
Level 3 | Fair Value, Recurring | Monte Carlo | Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer equity appreciation rights, measurement input | 0.0050 | 0.0011 |
Level 3 | Fair Value, Recurring | Monte Carlo | Expected term (years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Customer equity appreciation rights, term | 3 years 6 months | 1 year 4 months 6 days |
Level 3 | Fair Value, Recurring | Discounted approach | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Consideration due to sellers, fair value | $ 15.4 | $ 15.2 |
Consideration due to sellers, measurement input | 0.050 | |
Level 3 | Fair Value, Recurring | Discounted approach | Discount Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Consideration due to sellers, measurement input | 0.050 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Millions | Feb. 16, 2021USD ($)vote$ / sharesshares | Mar. 31, 2021classvote | Mar. 31, 2020USD ($) |
Equity [Abstract] | |||
Number of classes of common stock | class | 2 | ||
Class of Stock [Line Items] | |||
Underwriting discounts and commissions | $ 0.3 | ||
Number of votes per share | vote | 1 | ||
IPO | |||
Class of Stock [Line Items] | |||
Gross proceeds from IPO | $ 648.6 | ||
Net proceeds from IPO | 609.7 | ||
Underwriting discounts and commissions | $ 38.9 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Number of votes per share | vote | 1 | ||
Class A Common Stock | IPO | |||
Class of Stock [Line Items] | |||
Sale of stock, number of shares issued in transaction (in shares) | shares | 27,025,000 | ||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 24 | ||
Class A Common Stock | Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Sale of stock, number of shares issued in transaction (in shares) | shares | 3,525,000 | ||
Common Class B | |||
Class of Stock [Line Items] | |||
Number of votes per share | vote | 1 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) - shares | Mar. 31, 2021 | Feb. 16, 2021 |
Cure TopCo | ||
Ownership Percentage | ||
Number of LLC Units held by Signify Health, Inc. (as a percent) | 74.50% | 74.10% |
Number of LLC Units held by non-controlling interests (as a percent) | 25.50% | 25.90% |
Total LLC Units outstanding (as a percent) | 100.00% | |
Cure TopCo | ||
LLC Units | ||
Total LLC Units outstanding | 225,590,158 | |
Cure TopCo | Parent | ||
LLC Units | ||
Total LLC Units outstanding | 167,967,856 | |
Cure TopCo | Non-controlling interest | ||
LLC Units | ||
Total LLC Units outstanding | 57,622,302 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Jan. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding (in shares) | 6,022,134 | ||
Weighted average exercise price (in dollars per share) | $ 5.96 | ||
Incentive Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units outstanding (in shares) | 14,505,258 | ||
Units outstanding (in shares) | 9,443,460 | ||
Equity-based compensation | $ 1.4 | $ 5.5 | |
Incentive Units, Performance-based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units outstanding (in shares) | 6,444,871 | ||
Total unrecognized compensation expense | $ 13.9 | ||
Incentive Units, Time-based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation expense | $ 10.1 | ||
Weighted average recognition period | 1 year | ||
Share-based Payment Arrangement, Performance Based Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation expense | $ 2.6 | ||
Options outstanding (in shares) | 1,190,803 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation | $ 0.5 | $ 0.4 | |
Share-based Payment Arrangement, Time-based Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation | $ 3.3 | ||
Weighted average recognition period | 1 year 2 months 12 days | ||
2021 LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Increase in shares authorized (as a percent) | 3.00% | ||
2021 LTIP | Management | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options issued in period (in shares) | 881,450 | ||
Weighted average exercise price (in dollars per share) | $ 24.07 | ||
Total grant date fair value | $ 10.8 | ||
2021 LTIP | Management | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
2021 LTIP | Management | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
2021 LTIP | Restricted Stock Units (RSUs) | Board of Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in period (in shares) | 66,328 | ||
Grant date fair value of award | $ 1.6 | ||
2021 LTIP | Restricted Stock Units (RSUs) | Board of Directors | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Increase in shares authorized (as a percent) | 1.00% | ||
Class A Common Stock | 2021 LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for issuance (in shares) | 16,556,298 | ||
Number of additional shares authorized (in shares) | 14,191,113 | ||
Class A Common Stock | ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for issuance (in shares) | 4,730,371 | ||
Number of additional shares authorized (in shares) | 4,730,371 |
Loss Per Share - Schedule of Ea
Loss Per Share - Schedule of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 2 Months Ended | 3 Months Ended | |||
Mar. 31, 2021 | Feb. 15, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | ||
Earnings Per Share [Abstract] | |||||
Net loss | $ (34.5) | $ (17.2) | $ (51.7) | $ (8.9) | |
Less: Net (loss) income attributable to the noncontrolling interest | (11.3) | $ (11.3) | |||
Net loss attributable to parent | $ (23.2) | $ (17.2) | $ (8.9) | ||
Weighted average shares of Class A common stock outstanding, basic (in shares) | [1] | 165,486,015 | |||
Weighted average shares of Class A common stock outstanding, diluted (in shares) | [1] | 165,486,015 | |||
Earnings (loss) per share of Class A common stock - Basic (in dollars per share) | [1] | $ (0.14) | |||
Earnings (loss) per share of Class A common stock - Diluted (in dollars per share) | [1] | $ (0.14) | |||
[1] | (1)Basic and diluted net loss per share of Class A common stock is applicable only for the period from February 12, 2021 through March 31, 2021, which is the period following the initial public offering ("IPO") and related Reorganization Transactions (as defined in Note 1 to the Unaudited Condensed Consolidated Financial Statements). See Note 14 for the basis for the computation of net loss per share. |
Loss Per Share - Narrative (Det
Loss Per Share - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021shares | |
Common Class B | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 67,065,763 |
Total LLC Units outstanding | 9,443,460 |
Stock Options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,903,584 |
Restricted Stock Units (RSUs) | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 66,328 |
Transaction-related Expenses -
Transaction-related Expenses - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Other Income and Expenses [Abstract] | ||
Transaction-related expenses, corporate development activities | $ 0.9 | |
Subsidiary, Sale of Stock [Line Items] | ||
Transaction related expenses | 5.6 | $ 2.4 |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Transaction related expenses | $ 4.7 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |||
Feb. 28, 2021 | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2021USD ($)letterOfCreditshares | Dec. 31, 2020USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Outstanding letters of credit | $ 9.2 | ||||
Sales tax reserve liability | 6.4 | $ 8 | |||
Contingent consideration, current | 13.3 | 13.1 | |||
Contingent consideration, noncurrent | 2.1 | 2.1 | |||
Related Reciprocal Letter of Credit Provided | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Outstanding letters of credit | $ 8.8 | ||||
Number of related letters of credit | letterOfCredit | 3 | ||||
Customer equity appreciation rights | Share-based Payment Arrangement, Nonemployee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award requisite service period | 2 years 6 months | 3 years | |||
Expiration period of award | 20 years | ||||
Grant date fair value | $ 36.6 | $ 15.2 | |||
Original grant date fair value unrecognized | $ 34.5 | ||||
Performance period of award | 1 year 9 months | ||||
Synthetic Equity Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Original grant date fair value unrecognized | $ 0.7 | $ 0 | |||
Weighted average price volume period | 30 days | ||||
Synthetic Equity Units, Time-Based Vesting | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Units outstanding (in shares) | shares | 495,303 | ||||
Synthetic Equity Units, Performance-Based Vesting | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Units outstanding (in shares) | shares | 130,504 |
Commitment and Contingencies _2
Commitment and Contingencies - Summary of SEU Activity (Details) - Synthetic Equity Units $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Roll Forward] | |
Beginning balance | $ 0 |
Cash payments | (0.8) |
Ending balance | 0.7 |
Operating Expense | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Roll Forward] | |
SEU expense | 0.5 |
Selling, General and Administrative Expenses | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Roll Forward] | |
SEU expense | $ 1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | Feb. 16, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Feb. 28, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||||
Income tax (benefit) expense | $ (9.9) | $ 0.1 | |||
Effective tax rate (as a percent) | 16.10% | ||||
Increase in deferred tax asset position | $ 29 | ||||
Net operating loss carryforwards | $ 6.2 | ||||
Maximum reduction of taxable income (as a percent) | 80.00% | ||||
Applicable cash savings payable (as a percent) | 85.00% | ||||
Applicable cash savings retainable (as a percent) | 15.00% | ||||
Tax Receivable Agreement, Liability | |||||
Related Party Transaction [Line Items] | |||||
Tax receivable agreement liability | $ 51.3 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Operating Segment Results (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 180 | $ 131.7 |
Less: reconciling items to net loss: | ||
Unallocated costs | 72.5 | 11 |
Depreciation and amortization | 16.7 | 14.5 |
Interest expense | 6.8 | 5.2 |
Loss before income taxes | (61.6) | (8.8) |
Unallocated costs as follows: | ||
Other expense (income), net | 56.7 | 0 |
Transaction-related expenses | 5.6 | 2.4 |
Non-allocated costs | 1.3 | 1.4 |
Total unallocated costs | 72.5 | 11 |
Equity-based compensation | ||
Unallocated costs as follows: | ||
Equity-based compensation | 2.5 | 6 |
Synethic Equity Units | ||
Unallocated costs as follows: | ||
Equity-based compensation | 1.5 | 0 |
Customer equity appreciation rights | ||
Unallocated costs as follows: | ||
Equity-based compensation | 4.9 | 1.2 |
Home & Community Services | ||
Segment Reporting Information [Line Items] | ||
Revenue | 152.4 | 103.1 |
Home & Community Services | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 152.4 | 103.1 |
Segment Adjusted EBITDA | 41.1 | 24.6 |
Episodes of Care Services | ||
Segment Reporting Information [Line Items] | ||
Revenue | 27.6 | 28.6 |
Episodes of Care Services | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 27.6 | 28.6 |
Segment Adjusted EBITDA | $ (6.7) | $ (2.7) |
Concentrations (Details)
Concentrations (Details) - Customer Concentration Risk | 3 Months Ended |
Mar. 31, 2021 | |
Revenue Benchmark | Customer One | |
Concentration Risk [Line Items] | |
Concentration risk (as a percent) | 30.00% |
Revenue Benchmark | Customer Two | |
Concentration Risk [Line Items] | |
Concentration risk (as a percent) | 26.00% |
Revenue Benchmark | Customer Three | |
Concentration Risk [Line Items] | |
Concentration risk (as a percent) | 10.00% |
Revenue Benchmark | Top Ten Customers | |
Concentration Risk [Line Items] | |
Concentration risk (as a percent) | 82.00% |
Revenue Benchmark | Centers for Medicare and Medicaid Services | |
Concentration Risk [Line Items] | |
Concentration risk (as a percent) | 15.00% |
Accounts Receivable | Customer One | |
Concentration Risk [Line Items] | |
Concentration risk (as a percent) | 18.00% |
Accounts Receivable | Customer Two | |
Concentration Risk [Line Items] | |
Concentration risk (as a percent) | 12.00% |
Accounts Receivable | Customer Three | |
Concentration Risk [Line Items] | |
Concentration risk (as a percent) | 10.00% |
Accounts Receivable | Centers for Medicare and Medicaid Services | |
Concentration Risk [Line Items] | |
Concentration risk (as a percent) | 24.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | Nov. 23, 2020 | Mar. 07, 2019 |
Former Director | Consulting Agreement, Annual Compensation | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | $ 0.3 | |
Former Director | Consulting Agreement, Deal Consideration | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | $ 10 | |
Cash transaction fee (as a percent) | 3.00% | |
Former Director | Consulting Agreement, Incremental Deal Consideration | ||
Related Party Transaction [Line Items] | ||
Cash transaction fee (as a percent) | 1.50% | |
Director | Letter Agreement | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | $ 0.1 |
Uncategorized Items - sgfy-2021
Label | Element | Value |
Limited Liability Company (LLC) Members' Equity, Unit-based Payment Arrangement | us-gaap_LimitedLiabilityCompanyLLCMembersEquityUnitBasedCompensation | $ 900,000 |
Stock Issued and Granted During Period, Value | sgfy_StockIssuedAndGrantedDuringPeriodValue | 1,600,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 604,900,000 |
Stock Issued During Period, Value, Stock Options Exercised | us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised | 400,000 |
Adjustments to Additional Paid in Capital, Subscription Fee Receivable | sgfy_AdjustmentsToAdditionalPaidInCapitalSubscriptionFeeReceivable | 600,000 |
Adjustments to Additional Paid in Capital, Deferred Tax Adjustment | sgfy_AdjustmentsToAdditionalPaidInCapitalDeferredTaxAdjustment | 6,300,000 |
Stock Issued During Period, Value, Effect of Reorganization Transactions | sgfy_StockIssuedDuringPeriodValueEffectOfReorganizationTransactions | 0 |
Adjustments to Additional Paid in Capital, Contributions | sgfy_AdjustmentsToAdditionalPaidInCapitalContributions | 26,000,000 |
Additional Paid-in Capital [Member] | ||
Stock Issued and Granted During Period, Value | sgfy_StockIssuedAndGrantedDuringPeriodValue | 900,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 479,300,000 |
Stock Issued During Period, Value, Stock Options Exercised | us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised | 400,000 |
Adjustments to Additional Paid in Capital, Subscription Fee Receivable | sgfy_AdjustmentsToAdditionalPaidInCapitalSubscriptionFeeReceivable | 600,000 |
Adjustments to Additional Paid in Capital, Deferred Tax Adjustment | sgfy_AdjustmentsToAdditionalPaidInCapitalDeferredTaxAdjustment | 6,300,000 |
Stock Issued During Period, Value, Effect of Reorganization Transactions | sgfy_StockIssuedDuringPeriodValueEffectOfReorganizationTransactions | 620,800,000 |
Adjustments to Additional Paid in Capital, Contributions | sgfy_AdjustmentsToAdditionalPaidInCapitalContributions | 26,000,000 |
Retained Earnings [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (23,200,000) |
Noncontrolling Interest [Member] | ||
Stock Issued and Granted During Period, Value | sgfy_StockIssuedAndGrantedDuringPeriodValue | 700,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 125,300,000 |
Stock Issued During Period, Value, Effect of Reorganization Transactions | sgfy_StockIssuedDuringPeriodValueEffectOfReorganizationTransactions | 254,900,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (11,300,000) |
Member Units [Member] | ||
Limited Liability Company (LLC) Members' Equity, Unit-based Payment Arrangement | us-gaap_LimitedLiabilityCompanyLLCMembersEquityUnitBasedCompensation | 900,000 |
Stock Issued During Period, Value, Effect of Reorganization Transactions | sgfy_StockIssuedDuringPeriodValueEffectOfReorganizationTransactions | (877,700,000) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | $ (17,200,000) |
Common Class B [Member] | Common Stock [Member] | ||
Stock Issued During Period, Shares, Effect of Reorganization Transactions | sgfy_StockIssuedDuringPeriodSharesEffectOfReorganizationTransactions | 57,613,676 |
Stock Issued During Period, Value, Effect of Reorganization Transactions | sgfy_StockIssuedDuringPeriodValueEffectOfReorganizationTransactions | $ 600,000 |
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensation | 8,626 |
Common Class A [Member] | Common Stock [Member] | ||
Stock Issued During Period, Shares, Effect of Reorganization Transactions | sgfy_StockIssuedDuringPeriodSharesEffectOfReorganizationTransactions | 140,758,464 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 300,000 |
Stock Issued During Period, Value, Effect of Reorganization Transactions | sgfy_StockIssuedDuringPeriodValueEffectOfReorganizationTransactions | $ 1,400,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised | 184,392 |
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 27,025,000 |