Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-41428 | |
Entity Registrant Name | R1 RCM Inc. /DE | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-4340782 | |
Entity Address, Address Line One | 434 W. Ascension Way | |
Entity Address, Address Line Two | 6th Floor | |
Entity Address, City or Town | Murray | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84123 | |
City Area Code | 312 | |
Local Phone Number | 324-7820 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | RCM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filter Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 416,510,858 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001910851 | |
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 131.1 | $ 130.1 |
Accounts receivable, net of $14.5 million and $2.4 million allowance as of September 30, 2022 and December 31, 2021, respectively | 209 | 131.3 |
Accounts receivable, net of $0.1 million and $0.1 million allowance - related party as of September 30, 2022 and December 31, 2021, respectively | 29.7 | 26.1 |
Current portion of contract assets | 74.4 | 0 |
Prepaid expenses and other current assets | 96.9 | 77.2 |
Total current assets | 541.1 | 364.7 |
Property, equipment and software, net | 163 | 94.7 |
Operating lease right-of-use assets | 98.9 | 48.9 |
Non-current portion of contract assets | 30.8 | 0 |
Non-current portion of deferred contract costs | 27.5 | 23.4 |
Intangible assets, net | 1,567.5 | 265.4 |
Goodwill | 2,549.3 | 554.7 |
Non-current deferred tax assets | 9.4 | 51.8 |
Other assets | 93.6 | 45.7 |
Total assets | 5,081.1 | 1,449.3 |
Current liabilities: | ||
Accounts payable | 25 | 17.7 |
Current portion of customer liabilities | 67.8 | 41.5 |
Current portion of customer liabilities - related party | 5.6 | 7.9 |
Accrued compensation and benefits | 105.7 | 97 |
Current portion of operating lease liabilities | 20.8 | 13.5 |
Current portion of long-term debt | 49.5 | 17.5 |
Other accrued expenses | 71.6 | 59.1 |
Total current liabilities | 346 | 254.2 |
Non-current portion of customer liabilities | 5.3 | 3.3 |
Non-current portion of customer liabilities - related party | 14.1 | 15.4 |
Non-current portion of operating lease liabilities | 99.2 | 53.4 |
Long-term debt | 1,728.1 | 754.9 |
Non-current deferred tax liabilities | 98.2 | 4.2 |
Other non-current liabilities | 22.4 | 17.2 |
Total liabilities | 2,313.3 | 1,102.6 |
Stockholders’ equity: | ||
Common stock, $0.01 par value, 750,000,000 shares authorized, 439,386,709 shares issued and 417,722,143 shares outstanding at September 30, 2022; 500,000,000 shares authorized, 298,320,928 shares issued and 278,226,242 shares outstanding at December 31, 2021 | 4.4 | 3 |
Additional paid-in capital | 3,104.4 | 628.5 |
Accumulated deficit | (84.8) | (64.3) |
Accumulated other comprehensive loss | (4) | (5.3) |
Treasury stock, at cost, 21,664,566 shares as of September 30, 2022; 20,094,686 shares as of December 31, 2021 | 252.2 | 215.2 |
Total stockholders’ equity | 2,767.8 | 346.7 |
Total liabilities and stockholders’ equity | $ 5,081.1 | $ 1,449.3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance | $ 14.5 | $ 2.4 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 750,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 439,386,709 | 298,320,928 |
Common stock, shares outstanding (in shares) | 417,722,143 | 278,226,242 |
Treasury stock, shares (in shares) | 21,664,566 | 20,094,686 |
Related Party | ||
Accounts receivable, allowance | $ 0.1 | $ 0.1 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net services revenue ($218.1 million and $657.8 million for the three and nine months ended September 30, 2022, respectively, and $227.5 million and $661.4 million for the three and nine months ended September 30, 2021, respectively, from related party) | $ 496 | $ 379.7 | $ 1,273.6 | $ 1,075.7 |
Operating expenses: | ||||
Cost of services | 403.1 | 304 | 1,009.7 | 858.2 |
Selling, general and administrative | 60.8 | 33.2 | 120.6 | 87.8 |
Other expenses | 30.1 | 11.4 | 136.1 | 34.2 |
Total operating expenses | 494 | 348.6 | 1,266.4 | 980.2 |
Income from operations | 2 | 31.1 | 7.2 | 95.5 |
Net interest expense | 23.7 | 6.5 | 35.3 | 13.8 |
Income (loss) before income tax provision (benefit) | (21.7) | 24.6 | (28.1) | 81.7 |
Income tax provision (benefit) | 7.8 | 7.6 | (7.6) | 20.5 |
Net income (loss) | $ (29.5) | $ 17 | $ (20.5) | $ 61.2 |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ (0.07) | $ 0.06 | $ (0.06) | $ (2.03) |
Diluted (in dollars per share) | $ (0.07) | $ 0.05 | $ (0.06) | $ (2.03) |
Weighted average shares used in calculating net income (loss) per common share: | ||||
Basic (in shares) | 417,700,782 | 278,655,269 | 330,877,880 | 262,209,929 |
Diluted (in shares) | 417,700,782 | 320,617,086 | 330,877,880 | 262,209,929 |
Consolidated statements of comprehensive income (loss) | ||||
Net income (loss) | $ (29.5) | $ 17 | $ (20.5) | $ 61.2 |
Other comprehensive income (loss): | ||||
Net change on derivatives designated as cash flow hedges, net of tax | 9.2 | 0.5 | 8.1 | 0.9 |
Foreign currency translation adjustments | (2.2) | 0 | (6.8) | (1) |
Total other comprehensive income (loss), net of tax | 7 | 0.5 | 1.3 | (0.1) |
Comprehensive income (loss) | (22.5) | 17.5 | (19.2) | 61.1 |
Basic: | ||||
Net income (loss) | (29.5) | 17 | (20.5) | 61.2 |
Less dividends on preferred shares | 0 | 0 | 0 | (592.3) |
Net income (loss) available/allocated to common shareholders - basic | (29.5) | 17 | (20.5) | (531.1) |
Diluted: | ||||
Net income (loss) | (29.5) | 17 | (20.5) | 61.2 |
Less dividends on preferred shares | 0 | 0 | 0 | (592.3) |
Net income (loss) available/allocated to common shareholders - diluted | $ (29.5) | $ 17 | $ (20.5) | $ (531.1) |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net services revenue, from related parties | $ 218.1 | $ 227.5 | $ 657.8 | $ 661.4 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Millions | Total | CoyCo 2 | Common Stock | Treasury Stock | Additional Paid-In Capital | Additional Paid-In Capital CoyCo 2 | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning Balance (in shares) at Dec. 31, 2020 | 137,812,559 | |||||||
Beginning Balance (in shares) at Dec. 31, 2020 | (16,668,521) | |||||||
Beginning Balance at Dec. 31, 2020 | $ 87.9 | $ 1.4 | $ (139.2) | $ 393.7 | $ (161.5) | $ (6.5) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share-based compensation expense | 12.8 | 12.8 | ||||||
Issuance of common stock related to share-based compensation plans (in shares) | 6,497 | |||||||
Issuance of common stock (in shares) | 324,212 | |||||||
Issuance of common stock | 7 | 7 | ||||||
Exercise of vested stock options (in shares) | 539,795 | |||||||
Exercise of vested stock options | 3.5 | 3.5 | ||||||
Acquisition of treasury stock related to share-based compensation plans (in shares) | (2,201) | |||||||
Net change on derivatives designated as cash flow hedges, net of tax | 0.5 | 0.5 | ||||||
Foreign currency translation adjustments | (0.4) | (0.4) | ||||||
Conversion of preferred shares (in shares) | 117,706,400 | |||||||
Conversion of preferred shares | 251.5 | $ 1.2 | 250.3 | |||||
Inducement dividend | (592.3) | (592.3) | ||||||
Issuance of common stock related to inducement (in shares) | 21,582,800 | |||||||
Issuance of common stock related to inducement | 487.3 | $ 0.2 | 487.1 | |||||
Net income (loss) | 25.8 | 25.8 | ||||||
Ending Balance (in shares) at Mar. 31, 2021 | 277,972,263 | |||||||
Ending Balance (in shares) at Mar. 31, 2021 | (16,670,722) | |||||||
Ending Balance at Mar. 31, 2021 | 283.6 | $ 2.8 | $ (139.2) | 562.1 | (135.7) | (6.4) | ||
Beginning Balance (in shares) at Dec. 31, 2020 | 137,812,559 | |||||||
Beginning Balance (in shares) at Dec. 31, 2020 | (16,668,521) | |||||||
Beginning Balance at Dec. 31, 2020 | 87.9 | $ 1.4 | $ (139.2) | 393.7 | (161.5) | (6.5) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net change on derivatives designated as cash flow hedges, net of tax | 0.9 | |||||||
Foreign currency translation adjustments | (1) | |||||||
Net income (loss) | 61.2 | |||||||
Ending Balance (in shares) at Sep. 30, 2021 | 295,885,508 | |||||||
Ending Balance (in shares) at Sep. 30, 2021 | (18,393,186) | |||||||
Ending Balance at Sep. 30, 2021 | 334.1 | $ 3 | $ (175.7) | 613.7 | (100.3) | (6.6) | ||
Beginning Balance (in shares) at Mar. 31, 2021 | 277,972,263 | |||||||
Beginning Balance (in shares) at Mar. 31, 2021 | (16,670,722) | |||||||
Beginning Balance at Mar. 31, 2021 | 283.6 | $ 2.8 | $ (139.2) | 562.1 | (135.7) | (6.4) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share-based compensation expense | 24 | 24 | ||||||
Issuance of common stock related to share-based compensation plans (in shares) | 539,884 | |||||||
Exercise of vested stock options (in shares) | 396,250 | |||||||
Exercise of vested stock options | 1.3 | 1.3 | ||||||
Acquisition of treasury stock related to share-based compensation plans (in shares) | (167,832) | |||||||
Acquisition of treasury stock related to share-based compensation plans | (4.5) | $ (4.5) | ||||||
Net change on derivatives designated as cash flow hedges, net of tax | (0.1) | (0.1) | ||||||
Foreign currency translation adjustments | (0.6) | (0.6) | ||||||
Exercise of warrants pursuant to cashless provisions (in shares) | 16,750,000 | |||||||
Exercise of warrants pursuant to cashless provisions | 0 | $ 0.2 | (0.2) | |||||
Net income (loss) | 18.4 | 18.4 | ||||||
Ending Balance (in shares) at Jun. 30, 2021 | 295,658,397 | |||||||
Ending Balance (in shares) at Jun. 30, 2021 | (16,838,554) | |||||||
Ending Balance at Jun. 30, 2021 | 322.1 | $ 3 | $ (143.7) | 587.2 | (117.3) | (7.1) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share-based compensation expense | 25.8 | 25.8 | ||||||
Issuance of common stock related to share-based compensation plans (in shares) | 54,524 | |||||||
Exercise of vested stock options (in shares) | 172,587 | |||||||
Exercise of vested stock options | 0.7 | 0.7 | ||||||
Acquisition of treasury stock related to share-based compensation plans (in shares) | (16,555) | |||||||
Acquisition of treasury stock related to share-based compensation plans | (0.3) | $ (0.3) | ||||||
Repurchases of common stock (in shares) | (1,538,077) | |||||||
Repurchases of common stock | (31.7) | $ (31.7) | ||||||
Net change on derivatives designated as cash flow hedges, net of tax | 0.5 | 0.5 | ||||||
Foreign currency translation adjustments | 0 | |||||||
Net income (loss) | 17 | 17 | ||||||
Ending Balance (in shares) at Sep. 30, 2021 | 295,885,508 | |||||||
Ending Balance (in shares) at Sep. 30, 2021 | (18,393,186) | |||||||
Ending Balance at Sep. 30, 2021 | $ 334.1 | $ 3 | $ (175.7) | 613.7 | (100.3) | (6.6) | ||
Beginning Balance (in shares) at Dec. 31, 2021 | 298,320,928 | 298,320,928 | ||||||
Beginning Balance (in shares) at Dec. 31, 2021 | (20,094,686) | (20,094,686) | ||||||
Beginning Balance at Dec. 31, 2021 | $ 346.7 | $ 3 | $ (215.2) | 628.5 | (64.3) | (5.3) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share-based compensation expense | 10.2 | 10.2 | ||||||
Issuance of common stock related to share-based compensation plans (in shares) | 1,757,955 | |||||||
Exercise of vested stock options (in shares) | 77,438 | |||||||
Exercise of vested stock options | 0.4 | 0.4 | ||||||
Acquisition of treasury stock related to share-based compensation plans (in shares) | (727,768) | |||||||
Acquisition of treasury stock related to share-based compensation plans | (18.7) | $ (18.7) | ||||||
Repurchases of common stock (in shares) | (8,000) | |||||||
Repurchases of common stock | (0.2) | $ (0.2) | ||||||
Net change on derivatives designated as cash flow hedges, net of tax | 0.1 | 0.1 | ||||||
Foreign currency translation adjustments | (1.4) | (1.4) | ||||||
Net income (loss) | 29.4 | 29.4 | ||||||
Ending Balance (in shares) at Mar. 31, 2022 | 300,156,321 | |||||||
Ending Balance (in shares) at Mar. 31, 2022 | (20,830,454) | |||||||
Ending Balance at Mar. 31, 2022 | $ 366.5 | $ 3 | $ (234.1) | 639.1 | (34.9) | (6.6) | ||
Beginning Balance (in shares) at Dec. 31, 2021 | 298,320,928 | 298,320,928 | ||||||
Beginning Balance (in shares) at Dec. 31, 2021 | (20,094,686) | (20,094,686) | ||||||
Beginning Balance at Dec. 31, 2021 | $ 346.7 | $ 3 | $ (215.2) | 628.5 | (64.3) | (5.3) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of vested stock options (in shares) | 1,279,460 | |||||||
Net change on derivatives designated as cash flow hedges, net of tax | $ 8.1 | |||||||
Foreign currency translation adjustments | (6.8) | |||||||
Net income (loss) | $ (20.5) | |||||||
Ending Balance (in shares) at Sep. 30, 2022 | 439,386,709 | 439,386,709 | ||||||
Ending Balance (in shares) at Sep. 30, 2022 | (21,664,566) | (21,664,566) | ||||||
Ending Balance at Sep. 30, 2022 | $ 2,767.8 | $ 4.4 | $ (252.2) | 3,104.4 | (84.8) | (4) | ||
Beginning Balance (in shares) at Mar. 31, 2022 | 300,156,321 | |||||||
Beginning Balance (in shares) at Mar. 31, 2022 | (20,830,454) | |||||||
Beginning Balance at Mar. 31, 2022 | 366.5 | $ 3 | $ (234.1) | 639.1 | (34.9) | (6.6) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share-based compensation expense | 11.6 | 11.6 | ||||||
Issuance of common stock related to share-based compensation plans (in shares) | 505,371 | |||||||
Issuance of common stock (in shares) | 135,929,742 | |||||||
Issuance of common stock | 2,387.5 | $ 1.4 | 2,386.1 | |||||
Replacement awards issued in conjunction with acquisitions | 11.3 | 11.3 | ||||||
Exercise of vested stock options (in shares) | 395,425 | 2,282 | ||||||
Exercise of vested stock options | 2 | $ (0.1) | 2.1 | |||||
Acquisition of treasury stock related to share-based compensation plans (in shares) | (153,157) | |||||||
Acquisition of treasury stock related to share-based compensation plans | (3.5) | $ (3.5) | ||||||
Net change on derivatives designated as cash flow hedges, net of tax | (1.2) | (1.2) | ||||||
Foreign currency translation adjustments | (3.2) | (3.2) | ||||||
Net income (loss) | (20.4) | (20.4) | ||||||
Ending Balance (in shares) at Jun. 30, 2022 | 436,986,859 | |||||||
Ending Balance (in shares) at Jun. 30, 2022 | (20,985,893) | |||||||
Ending Balance at Jun. 30, 2022 | 2,750.6 | $ 4.4 | $ (237.7) | 3,050.2 | (55.3) | (11) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share-based compensation expense | 24.8 | $ 3 | 24.8 | $ 3 | ||||
Issuance of common stock related to share-based compensation plans (in shares) | 189,566 | |||||||
Issuance of common stock (in shares) | 1,403,687 | |||||||
Issuance of common stock | 24.3 | 24.3 | ||||||
Exercise of vested stock options (in shares) | 806,597 | |||||||
Exercise of vested stock options | 2.1 | 2.1 | ||||||
Acquisition of treasury stock related to share-based compensation plans (in shares) | (84,547) | |||||||
Acquisition of treasury stock related to share-based compensation plans | (1.9) | $ (1.9) | ||||||
Repurchases of common stock (in shares) | (594,126) | |||||||
Repurchases of common stock | (12.6) | $ (12.6) | ||||||
Net change on derivatives designated as cash flow hedges, net of tax | 9.2 | 9.2 | ||||||
Foreign currency translation adjustments | (2.2) | (2.2) | ||||||
Net income (loss) | $ (29.5) | (29.5) | ||||||
Ending Balance (in shares) at Sep. 30, 2022 | 439,386,709 | 439,386,709 | ||||||
Ending Balance (in shares) at Sep. 30, 2022 | (21,664,566) | (21,664,566) | ||||||
Ending Balance at Sep. 30, 2022 | $ 2,767.8 | $ 4.4 | $ (252.2) | $ 3,104.4 | $ (84.8) | $ (4) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Accumulated Other Comprehensive Loss | ||||||
Net change on derivatives designated as cash flow hedges, tax | $ 3.1 | $ 0.4 | $ 0 | $ 0.1 | $ 0 | $ 0.2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net income (loss) | $ (20.5) | $ 61.2 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operations: | ||
Depreciation and amortization | 107.8 | 56.8 |
Amortization of debt issuance costs | 2.2 | 0.8 |
Share-based compensation | 46.5 | 62 |
(Gain)/loss on disposal and right-of-use asset write-downs | 3.9 | (0.3) |
Provision for credit losses | 10.7 | 0.6 |
Deferred income taxes | (9.1) | 18 |
Non-cash lease expense | 10.5 | 7.4 |
Other | 1.5 | 0.8 |
Changes in operating assets and liabilities: | ||
Accounts receivable and related party accounts receivable | (29.7) | (18.8) |
Contract assets | (12.8) | 0 |
Prepaid expenses and other assets | (38.3) | (19.8) |
Accounts payable | (23.9) | 4.5 |
Accrued compensation and benefits | (79.6) | 34.3 |
Lease liabilities | (11.4) | (9.9) |
Other liabilities | (3.2) | (8.9) |
Customer liabilities and customer liabilities - related party | 2.9 | 30.1 |
Net cash (used in) provided by operating activities | (39.5) | 218.8 |
Investing activities | ||
Purchases of property, equipment, and software | (74.6) | (33.4) |
Proceeds from disposal of assets | 0.4 | 2.6 |
Net cash used in investing activities | (921.9) | (325.5) |
Financing activities | ||
Payment of debt issuance costs | (1) | (1.9) |
Payment of contingent consideration liability | 0 | (4.8) |
Deferred payment related to acquisition of RevWorks | 0 | (12.5) |
Inducement of preferred stock conversion | 0 | (105) |
Exercise of vested stock options | 4.6 | 6.3 |
Purchase of treasury stock | (12.5) | (29.5) |
Shares withheld for taxes | (26.9) | (4.8) |
Other | (0.2) | (0.1) |
Net cash provided by financing activities | 965.5 | 91.7 |
Effect of exchange rate changes in cash, cash equivalents and restricted cash | (3.1) | (0.6) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 1 | (15.6) |
Cash, cash equivalents and restricted cash, at beginning of period | 130.1 | 174.8 |
Cash, cash equivalents and restricted cash, at end of period | 131.1 | 159.2 |
Supplemental disclosures of cash flow information | ||
Property, equipment and software purchases not paid | 27.4 | 25.7 |
CoyCo 2 | ||
Adjustments to reconcile net income (loss) to net cash (used in) provided by operations: | ||
Share-based compensation | 3 | 0 |
Senior Term Loan | ||
Financing activities | ||
Issuance of senior secured debt, net of discount and issuance costs and Borrowings on revolver | 1,016.6 | 698.6 |
Repayment of senior secured debt and Repayments on revolver | (13.1) | (484.6) |
Senior Revolver | ||
Financing activities | ||
Issuance of senior secured debt, net of discount and issuance costs and Borrowings on revolver | 30 | 120 |
Repayment of senior secured debt and Repayments on revolver | (30) | (90) |
Payment of equity issuance costs | (2) | 0 |
Cloudmed | ||
Investing activities | ||
Acquisition of Cloudmed, net of cash acquired | (847.7) | 0 |
VisitPay | ||
Investing activities | ||
Acquisition of Cloudmed, net of cash acquired | $ 0 | $ (294.7) |
Business Description and Basis
Business Description and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation | Business Description and Basis of Presentation Business Description R1 RCM Inc. (the “Company”) is a leading provider of technology-driven solutions that transform the patient experience and financial performance of healthcare providers. The Company helps healthcare providers generate sustainable improvements in their operating margins and cash flows while also enhancing patient, physician, and staff satisfaction for its customers. Cloudmed Acquisition On June 21, 2022, pursuant to the Transaction Agreement and Plan of Merger (the “Transaction Agreement”), dated as of January 9, 2022, among R1 RCM Inc. (f/k/a Project Roadrunner Parent Inc.), R1 RCM Holdco Inc. (f/k/a R1 RCM Inc.), a wholly-owned subsidiary of the Company (“Old R1 RCM”), Project Roadrunner Merger Sub Inc., formerly a wholly-owned subsidiary of the Company (“R1 Merger Sub”), Revint Holdings, LLC (“Cloudmed”), CoyCo 1, L.P. (“CoyCo 1”), CoyCo 2, L.P. (“CoyCo 2” and, together with CoyCo 1, the “Sellers”), and, solely for certain purposes set forth therein, NMC Ranger Holdings, LLC, the Company purchased Cloudmed, a leader in Revenue Intelligence™ solutions for healthcare providers, and affiliated entities (collectively, the “Cloudmed entities”), through (i) a merger of R1 Merger Sub with and into Old R1 RCM with Old R1 RCM as the surviving entity, which resulted in Old R1 RCM becoming a wholly-owned subsidiary of the Company (the “Holding Company Reorganization”) and (ii) the Sellers contributing 100% of the equity of a blocker parent corporation of the Cloudmed entities in exchange for an aggregate of 135,929,742 shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), subject to certain adjustments following the closing as set forth in the Transaction Agreement (the “Cloudmed Acquisition”, and together with the Holding Company Reorganization, the “Transactions”). For further details on the total consideration paid, refer to Note 2, Acquisitions. In October 2022, the Company finalized those adjustments, resulting in an additional 55,846 shares issued to the Sellers. Cloudmed’s revenue intelligence platform combines cloud-based data architecture and deep domain expertise with intelligent automation to analyze large volumes of medical records, payment data, and complex medical insurance models to identify opportunities to deliver additional revenue to customers. The Company believes this transaction will enable the Company to further its ability to deliver transformative value to healthcare providers through a more fulsome platform of differentiated capabilities by creating a scaled leader across both end-to-end revenue cycle management (“RCM”) and technology-driven revenue intelligence. Holding Company Reorganization Pursuant to the Transaction Agreement, immediately prior to the completion of the Cloudmed Acquisition, Old R1 RCM implemented the Holding Company Reorganization, which resulted in the Company owning all of the capital stock of Old R1 RCM. Each share of Old R1 RCM’s common stock that was issued and outstanding immediately prior to the Holding Company Reorganization was automatically exchanged into an equivalent corresponding share of Company Common Stock, having the same designations, rights, powers, and preferences and the qualifications, limitations, and restrictions as the corresponding share of common stock of Old R1 RCM being converted. Accordingly, upon consummation of the Holding Company Reorganization, all Old R1 RCM stockholders became stockholders of the Company. Immediately prior to the consummation of the Holding Company Reorganization, the name of Old R1 RCM was changed to “R1 RCM Holdco Inc.” and the name of the Company was changed to “R1 RCM Inc.” The Company is the successor issuer to Old R1 RCM pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The shares of Company Common Stock, as successor to Old R1 RCM, began trading on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “RCM” on June 22, 2022. Basis of Presentation The accompanying unaudited consolidated financial statements reflect the Company’s financial position as of September 30, 2022, the results of operations of the Company for the three and nine months ended September 30, 2022 and 2021, and the cash flows of the Company for the nine months ended September 30, 2022 and 2021. These financial statements include the accounts of R1 RCM Inc. and its wholly-owned subsidiaries, including Cloudmed and its subsidiaries since the date of the acquisition. All material intercompany amounts have been eliminated in consolidation. These financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial reporting and as required by the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the interim financial information, have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2022. When preparing financial statements in conformity with GAAP, the Company makes a number of significant estimates, assumptions, and judgments in the preparation of the financial statements. Actual results could differ from those estimates. For a more complete discussion of the Company’s significant accounting policies and other information, the unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements included in the Company’s 2021 Form 10-K. Recently Issued Accounting Standards and Disclosures In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires companies to apply Topic 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities obtained in a business combination. The ASU amendments will generally result in the recognition of contract assets and contract liabilities by the acquirer at amounts consistent with those recorded by the acquiree immediately before the acquisition date. The Company prospectively adopted ASU 2021-08 effective April 1, 2022 and preliminarily recognized contract assets of $92.4 million and contract liabilities of $3.3 million as part of the Cloudmed Acquisition. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies that a contractual sale restriction on an equity security should not be considered in measuring the security’s fair value. The Company will adopt ASU 2022-03 prospectively effective January 1, 2024 and is currently evaluating the impact of the standard on its consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Assets acquired and liabilities assumed in a business combination are recorded at their estimated fair value on the date of the acquisition. The difference between the purchase price amount and the net fair value of assets acquired and liabilities assumed is recognized as goodwill on the balance sheet if the purchase price exceeds the estimated net fair value or as a bargain purchase gain on the income statement if the purchase price is less than the estimated net fair value. The allocation of the purchase price may be modified up to one year after the acquisition date as more information is obtained about the fair value of assets acquired and liabilities assumed. Cloudmed On June 21, 2022, the Company completed the acquisition of Cloudmed for a purchase price of $3.3 billion. The following table summarizes the fair value of the total consideration paid: Fair Value Stock consideration transferred to the Sellers (1) $ 2,389.5 Cash consideration (2) 879.8 Replacement awards issued to Cloudmed equity award holders (3) 11.3 Total consideration 3,280.6 (1) The stock consideration fair value includes a preliminary discount for lack of marketability factor related to an 18-month lock-up period during which the Sellers may not sell their Company common stock. (2) Cash consideration includes the repayment of Cloudmed’s pre-existing credit facility that was paid off at closing and was not assumed by the Company. (3) Represents the pre-acquisition service portion of the fair value of 1,536,220 replacement restricted stock units (“RSUs”) issued to Cloudmed equity award holders at closing. The Company funded the cash consideration component and the Company’s associated transaction expenses with a combination of cash on hand and the incurrence of additional indebtedness (see Note 8, Debt). The purchase price has been provisionally allocated to assets acquired and liabilities assumed based on their fair value as of the acquisition date. The fair value estimate of assets acquired and liabilities assumed is pending the completion of various elements, including gathering further information about the identification and completeness of all assets and liabilities acquired, the finalization of an independent appraisal and valuation of the fair value of the assets acquired and liabilities assumed, and final review by the Company’s management. Some of the more significant amounts that are not yet finalized relate to the fair value of intangible assets (including goodwill), contract assets, contract liabilities, and income and non-income related taxes. Accordingly, management considers the balances shown in the following table to be preliminary, and there could be adjustments to the consolidated financial statements, including changes in our amortization expense related to the valuation of intangible assets acquired and their respective useful lives, among other adjustments. The preliminary fair value of assets acquired and liabilities assumed is: Purchase Price Allocation Total purchase consideration $ 3,280.6 Allocation of consideration to assets acquired and liabilities assumed: Cash and cash equivalents $ 32.1 Accounts receivable 61.8 Current portion of contract assets 68.5 Property, equipment and software 5.0 Operating lease right-of-use assets 25.3 Non-current portion of contract assets 23.9 Intangible assets 1,370.1 Goodwill 1,994.7 Other assets 6.4 Accounts payable (31.9) Customer liabilities (3.3) Accrued compensation and benefits (91.8) Operating lease liabilities (25.4) Deferred income tax liabilities (142.0) Other liabilities (12.8) Net assets acquired $ 3,280.6 The intangible assets identified in conjunction with the Cloudmed Acquisition and their preliminary fair values are as follows: Useful Life Gross Carrying Value Customer Relationships 18 years $ 318.0 Technology 7 years $ 1,052.0 Favorable leasehold interests Life of lease $ 0.1 The goodwill recognized is primarily attributable to growth and cost reduction synergies that are expected to be achieved from the integration of Cloudmed. None of the goodwill is expected to be deductible for income tax purposes. Included in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2022 are net sales of $120.2 million and $133.5 million, respectively, and net income before taxes of $1.3 million and $0.9 million, respectively, related to the operations of Cloudmed since the acquisition date of June 21, 2022. Measurement period adjustments The Company had various measurement period adjustments due to additional information received since the Cloudmed Acquisition, none of which were material. Prior Acquisitions During 2021, the Company acquired the following business: Company Name Description of the Business Description of the Acquisition iVinci Partners, LLC d/b/a VisitPay (“VisitPay”) Provider of digital payment solutions Purchased all outstanding equity interests In 2020, the Company purchased certain assets relating to the RevWorks services business from Cerner Corporation. In accordance with the purchase agreement, the Company paid the first deferred payment of $12.5 million in the third quarter of 2021. The remaining deferred payment of $12.5 million was payable on the second anniversary of the closing date (August 2022) and is included in other accrued expenses on the Consolidated Balance Sheet as of September 30, 2022 as it had not been paid as of such date. The two deferred payments related to the RevWorks acquisition were contractual obligations of the Company; however, they are refundable to the Company if certain RevWorks customer revenue targets defined in the purchase agreement for the first two years following the acquisition are not achieved. At the time of the acquisition, the Company recorded an asset for the fair value of the contingently refundable consideration of $22.3 million. As of September 30, 2022, the entire amount of the contingently refundable consideration of $25.0 million is included in prepaid expenses and other current assets on the Consolidated Balance Sheet. The parties are currently engaging in arbitration to finalize the remaining deferred payment and contingently refundable consideration amounts. Pro Forma Results The following table summarizes, on a pro forma basis, the combined results of the Company as though the Cloudmed Acquisition had occurred as of January 1, 2021 and the VisitPay acquisition had occurred as of January 1, 2020. These pro forma results are not necessarily indicative of the actual consolidated results had the acquisitions occurred as of those dates or of the future consolidated operating results for any period. Pro forma results are: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net services revenue $ 496.0 $ 464.6 $ 1,476.9 $ 1,321.5 Net loss $ (22.9) $ (20.3) $ (21.5) $ (112.4) Adjustments were made to earnings to adjust depreciation and amortization to reflect the fair value of identified assets acquired, to adjust share-based compensation expense for awards granted in connection with the acquisitions, to record the effects of extinguishing the debt of the acquired companies and replacing it with the debt of the Company, to adjust timing of acquisition related costs incurred by the Company, and to record the income tax effect of these adjustments. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible AssetsThe following table provides the gross carrying value and accumulated amortization for each major class of definite-lived intangible assets at September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value Customer relationships $ 418.0 $ (30.4) $ 387.6 $ 100.0 $ (20.8) $ 79.2 Technology 1,267.5 (88.3) 1,179.2 215.5 (30.2) 185.3 Tradename 1.0 (0.4) 0.6 1.0 (0.1) 0.9 Favorable leasehold interests 0.1 — 0.1 — — — Total intangible assets $ 1,686.6 $ (119.1) $ 1,567.5 $ 316.5 $ (51.1) $ 265.4 Intangible asset amortization expense was $49.2 million and $68.0 million for the three and nine months ended September 30, 2022, respectively, and $7.1 million and $15.8 million for the three and nine months ended September 30, 2021, respectively. Amortization expense for intangible assets is included in cost of services on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The Company has no indefinite-lived intangible assets. Estimated annual amortization expense related to intangible assets with definite lives as of September 30, 2022 is as follows: Remainder of 2022 $ 49.0 2023 196.3 2024 194.5 2025 192.9 2026 192.9 2027 192.9 Thereafter 549.0 Total $ 1,567.5 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill for the nine months ended September 30, 2022 were: Goodwill Balance as of December 31, 2021 $ 554.7 Cloudmed Acquisition 1,994.7 Change in foreign currency rates (0.1) Balance as of September 30, 2022 $ 2,549.3 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Revenue is measured based on consideration specified in a contract with a customer, and presented net of any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a service to a customer, which is typically over the contact term. Estimates of variable consideration are included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once the uncertainty is resolved. Disaggregation of Revenue In the following table, revenue is disaggregated by source of revenue: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net operating fees $ 324.2 $ 308.5 $ 965.3 $ 879.8 Incentive fees 20.8 41.5 80.9 108.0 Modular and other (1) 151.0 29.7 227.4 87.9 Net services revenue $ 496.0 $ 379.7 $ 1,273.6 $ 1,075.7 (1) Modular and other revenue primarily consists of service fees related to Cloudmed and R1 Entri TM Pay, physician advisory services (“PAS”), practice management (“PM”) services, and software subscription revenue. Contract Balances The following table provides information about contract assets and contract liabilities from contracts with customers: September 30, 2022 December 31, 2021 Contract assets Current $ 74.4 $ — Non-current 30.8 — Total contract assets $ 105.2 $ — Contract liabilities Current (1) $ 28.4 $ 10.3 Non-current (2) 19.4 18.7 Total contract liabilities $ 47.8 $ 29.0 (1) Current contract liabilities include $26.5 million and $7.8 million classified in the current portion of customer liabilities and $1.9 million and $2.5 million classified in the current portion of customer liabilities - related party as of September 30, 2022 and December 31, 2021, respectively. (2) Non-current contract liabilities include $5.3 million and $3.3 million classified in the non-current portion of customer liabilities and $14.1 million and $15.4 million classified in the non-current portion of customer liabilities - related party as of September 30, 2022 and December 31, 2021, respectively. The contract assets balance will increase or decrease based on the timing of invoices and recognition of revenue. Prior to the Cloudmed Acquisition, the Company did not have significant contract assets. Significant changes in the carrying amount of contract assets for the three months ended September 30, 2022 were as follows: Contract Assets Balance as of June 30, 2022 $ 89.6 Revenue recognized 84.4 Amounts billed (73.0) Other (1) 4.2 Balance as of September 30, 2022 $ 105.2 (1) Other primarily includes measurement period adjustments to the contract assets acquired from the Cloudmed Acquisition. The Company recognized revenue of $93.4 million and $99.7 million during the nine months ended September 30, 2022 and 2021, which amounts were included in contract liabilities on January 1 of the respective periods. These revenue amounts include $85.8 million and $88.1 million for the nine months ended September 30, 2022 and 2021, respectively, related to advanced billings which become accounts receivable and contract liabilities on the first day of the respective service period. Refer to Note 2, Acquisitions, for the preliminary contract assets acquired and contract liabilities assumed as part of the Cloudmed Acquisition. Transaction Price Allocated to the Remaining Performance Obligation The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. The estimated revenue does not include amounts of variable consideration that are constrained. Net operating fees Incentive fees Remainder of 2022 $ 36.1 $ 17.8 2023 109.6 23.3 2024 91.2 — 2025 39.2 — 2026 38.5 — 2027 32.9 — Thereafter 122.0 — Total $ 469.5 $ 41.1 The amounts presented in the table above include variable fee estimates of the Company’s physician groups RCM services contracts, fixed fees, and forecasted incentive fees. Fixed fees are typically recognized ratably as the performance obligation is satisfied and forecasted incentive fees are measured cumulatively over the contractually defined performance period. Estimates of revenue expected to be recognized in future periods exclude unexercised customer options to purchase services within the Company’s PAS contracts that do not represent material rights to the customer. |
Accounts Receivable and Allowan
Accounts Receivable and Allowance for Credit Losses | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit LossesAccounts receivable is comprised of unpaid balances pertaining to modular services and end-to-end RCM customers, net receivable balances for end-to-end RCM customers after considering cost reimbursements owed to such customers, including related accrued balances, and amounts due from physician RCM and PM customers. The Company evaluates its accounts receivable for expected credit losses quarterly. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. This allowance is based on the Company’s historical experience, its assessment of each customer’s ability to pay, the length of time a balance has been outstanding, input from key Company resources assigned to each customer, the status of any ongoing operations with each applicable customer, and business and industry factors such as significant shifts in the healthcare environment which the Company believes may have impacted or will impact its customers’ financial health and ability to pay. During the three months ended September 30, 2022, the Company increased the allowance for credit losses related to a physician customer by $9.5 million due to the customer facing financial challenges and its resulting inability to make a contractually required payment on September 30, 2022. As a result of reviewing the potential expected outcomes related to this customer, the Company recorded an allowance for credit losses of $10.0 million related to an overall receivable balance of $33.3 million as of September 30, 2022. The Company has presented the rollforward below on a consolidated basis as the currently expected credit losses for its large integrated healthcare system customers are not anticipated to be material. Movements in the allowance for credit losses are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Beginning balance $ 4.4 $ 2.3 $ 2.5 $ 3.8 Cumulative effect of Cloudmed ASC 326 adoption — — 1.8 — Provision (recoveries) 10.4 0.4 10.7 0.6 Write-offs (0.2) (0.3) (0.4) (2.0) Ending balance $ 14.6 $ 2.4 $ 14.6 $ 2.4 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The components of lease costs are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease cost $ 6.9 $ 4.0 $ 16.8 $ 12.1 Sublease income (0.4) (0.6) (1.3) (1.7) Total lease cost $ 6.5 $ 3.4 $ 15.5 $ 10.4 Supplemental cash flow information related to leases are as follows: Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 17.6 $ 18.6 Right-of-use assets obtained in exchange for operating lease obligations: 67.6 13.6 Refer to Note 2, Acquisitions, for the preliminary right-of-use assets acquired and lease liabilities assumed as part of the Cloudmed Acquisition. Maturities of lease liabilities as of September 30, 2022 are as follows: Operating Leases Remainder of 2022 $ 9.3 2023 24.6 2024 23.9 2025 22.6 2026 16.8 2027 10.8 Thereafter 40.8 Total 148.8 Less: Imputed interest (28.8) Present value of lease liabilities $ 120.0 . |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The carrying amounts of debt consist of the following: September 30, 2022 December 31, 2021 Senior Revolver (1) $ 80.0 $ 80.0 Term A Loans 1,222.5 695.6 Term B Loan 500.0 — Unamortized discount and issuance costs (24.9) (3.2) Total debt 1,777.6 772.4 Less: Current maturities (49.5) (17.5) Total long-term debt $ 1,728.1 $ 754.9 (1) As of September 30, 2022, the Company had $80.0 million in borrowings, $0.9 million letters of credit outstanding, and $519.1 million of availability under the Senior Revolver. Second Amended and Restated Senior Secured Credit Facilities On June 21, 2022, the Company, Old R1 RCM, and certain of its subsidiaries entered into a second amended and restated senior credit agreement (the “Second A&R Credit Agreement”) with Bank of America, N.A., as administrative agent, and the lenders named therein, governing the Company’s second amended and restated senior secured credit facilities (the “Senior Secured Credit Facilities”), consisting of the $691.3 million existing senior secured term loan A facility (the “Existing Term A Loan”), a $540.0 million senior secured incremental term loan A facility (the “Incremental Term A Loan”, and together with the Existing Term A Loan, the “Term A Loans”), a $500.0 million senior secured term loan B facility (the “Term B Loan”, and together with the Term A Loans, the “Senior Term Loans”), and a $600.0 million senior secured revolving credit facility (the “Senior Revolver”). In conjunction with entering into the Second A&R Credit Agreement, the Company incurred $7.2 million and capitalized $6.4 million of debt issuance costs. The Incremental Term A Loan has a five-year maturity and the Term B Loan has a seven-year maturity. The Existing Term A Loan and Senior Revolver mature on July 1, 2026. The Second A&R Credit Agreement provides that the Company may make one or more offers to the lenders, and consummate transactions with individual lenders that accept the terms contained in such offers, to extend the maturity date of the lender’s term loans and/or revolving commitments, subject to certain conditions, and any extended term loans or revolving commitments will constitute a separate class of term loans or revolving commitments. Borrowings under the Senior Secured Credit Facilities bear interest, at the Company’s option, at: (i) an Alternate Base Rate (“ABR”) equal to the greater of (a) the prime rate of Bank of America, N.A., (b) the federal funds rate plus 0.50% per annum, and (c) the Term Secured Overnight Financing Rate (“SOFR”) for an interest period of one-month beginning on such day plus 100 basis points, plus between 0.25% and 1.50% dependent on the Company’s total net leverage ratio (provided that the Term SOFR rate applicable to the Term A Loans shall not be less than 0.00% per annum, and the Term SOFR rate applicable to the Term B Loan shall not be less than 0.50% per annum); or (ii) the Term SOFR rate (provided that the Term SOFR rate applicable to the Term A Loans shall not be less than 0.00% per annum, and the Term SOFR rate applicable to the Term B Loan shall not be less than 0.50% per annum), plus between 1.25% and 2.50%, dependent on the Company’s total net leverage ratio. The interest rate as of September 30, 2022 was 5.28% for the Term A Loans and Senior Revolver and 6.03% for the Term B Loan. The Company is also required to pay an unused commitment fee to the lenders under the Senior Revolver at a rate between 0.20% and 0.40% of the average daily unutilized commitments thereunder dependent on the Company’s total net leverage ratio. The Second A&R Credit Agreement requires the Company to make mandatory prepayments, subject to certain exceptions, with: (i) beginning with fiscal year ending December 31, 2023, 50% (which percentage will be reduced upon the Company’s achievement of certain total net leverage ratios) of the Company’s annual excess cash flow, (ii) 100% of net cash proceeds of all non-ordinary course asset sales or other dispositions of property or casualty events, subject to certain exceptions and thresholds, and (iii) 100% of the net cash proceeds of any debt incurrence, other than debt permitted under the Second A&R Credit Agreement. The Second A&R Credit Agreement contains a number of financial and non-financial covenants. The Company was in compliance with all of the covenants in the Second A&R Credit Agreement as of September 30, 2022. The obligations under the Second A&R Credit Agreement are secured by a pledge of 100% of the capital stock of certain domestic subsidiaries owned by the Company and a security interest in substantially all of the Company’s tangible and intangible assets and the tangible and intangible assets of certain domestic subsidiaries. The proceeds from the new Senior Secured Credit Facilities were or will be used, in addition to cash on hand, (1) to refinance, in full, all existing indebtedness under the Amended and Restated Credit Agreement, dated as of July 1, 2021, by and among Old R1 RCM and certain of its subsidiaries, Bank of America, N.A., as administrative agent, and the lenders named therein, and amend and restate all commitments thereunder (the “Refinancing”), (2) to pay certain fees and expenses incurred in connection with the entry into the Second A&R Credit Agreement and the Refinancing, (3) to fund the Transactions, and to pay the fees, premiums, expenses, and other transaction costs incurred in connection therewith, and (4) to finance working capital needs of the Company and its subsidiaries for general corporate purposes. Debt amounts presented as of December 31, 2021 were incurred under the 2021 Amended and Restated Credit Agreement. Debt Maturities Scheduled maturities of the Company’s long-term debt are summarized as follows: Scheduled Maturities Remainder of 2022 $ 12.4 2023 53.9 2024 67.0 2025 67.0 2026 698.3 2027 430.2 Thereafter 473.7 Total $ 1,802.5 For further details on the Company’s 2021 Amended and Restated Credit Agreement, refer to Note 10 of the Company’s 2021 Form 10-K. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments The Company utilizes cash flow hedges to manage its currency risk arising from its global business services centers. As of September 30, 2022, the Company has recorded $1.2 million of unrealized losses in accumulated other comprehensive loss related to foreign currency hedges. The Company estimates that $1.1 million of losses reported in accumulated other comprehensive loss are expected to be reclassified into earnings within the next 12 months. Amounts reclassified into cost of services were a net loss of $0.7 million and $0.6 million during the three and nine months ended September 30, 2022, respectively, and a net gain of $0.4 million and $1.0 million during the three and nine month periods ended September 30, 2021, respectively. As of September 30, 2022, the Company’s currency forward contracts have maturities extending no later than December 31, 2023, and had a total notional value of $76.8 million. The Company also utilizes cash flow hedges to reduce variability in interest cash flows from its outstanding debt. As of September 30, 2022, the Company has recorded $12.9 million of unrealized gains in accumulated other comprehensive loss related to interest rate swaps. The Company estimates that $3.7 million of gains reported in accumulated other comprehensive loss are expected to be reclassified into earnings within the next 12 months. Amounts reclassified into interest expense were a net loss of $0.4 million and $0.9 million during the three and nine months ended September 30, 2022, respectively and a net loss of $0.3 million and $1.1 million during the three and nine month periods ended September 30, 2021, respectively. As of September 30, 2022, the Company’s interest rate swaps extend no later than June 30, 2025, and had a total notional value of $500.0 million. The location and fair value of derivative instruments designated as hedges in the Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 are as follows: September 30, 2022 December 31, 2021 Foreign currency forward contracts Prepaid expenses and other current assets $ — $ 1.7 Other accrued expenses 1.2 — Total foreign current forward contracts $ 1.2 $ 1.7 Interest rate swaps Prepaid expenses and other current assets $ 3.7 $ — Other assets 9.2 — Other accrued expenses — 0.7 Total interest rate swaps $ 12.9 $ 0.7 As of September 30, 2022 and December 31, 2021, the accumulated gain, net of tax, recognized in accumulated other comprehensive loss was $8.8 million and $0.7 million, respectively. The Company classifies cash flows from its derivative programs as cash flows from operating activities in the consolidated statements of cash flows. Fair values for derivative financial instruments are based on prices computed using third-party valuation models and are classified as Level 2 in accordance with the three-level hierarchy of fair value measurements. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation The share-based compensation expense relating to the Company’s stock options, RSUs, and performance-based restricted stock units (“PBRSUs”) for the three months ended September 30, 2022 and 2021 was $27.8 million and $25.5 million, respectively, with related tax benefits of approximately $4.6 million and $5.1 million, respectively. The share-based compensation expense relating to the Company’s stock options, RSUs, and PBRSUs for the nine months ended September 30, 2022 and 2021 was $49.5 million and $62.0 million, respectively, with related tax benefits of approximately $8.5 million and $12.2 million, respectively. The Company accounts for forfeitures as they occur. Excess tax benefits and shortfalls for share-based payments are recognized in income tax expense (benefit) and included in operating activities. The Company recognized $4.3 million and $0.6 million of income tax benefit from windfalls associated with vesting and exercises of equity awards for the three months ended September 30, 2022 and 2021, respectively. The Company recognized $9.2 million and $7.2 million of income tax benefit from windfalls associated with vesting and exercises of equity awards for the nine months ended September 30, 2022 and 2021, respectively. Total share-based compensation costs that have been included in the Company’s consolidated statements of operations were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Share-Based Compensation Expense Allocation Details: Cost of services $ 12.3 $ 15.8 $ 21.7 $ 38.8 Selling, general and administrative 15.4 9.7 27.7 23.2 Other 0.1 — 0.1 — Total share-based compensation expense $ 27.8 $ 25.5 $ 49.5 $ 62.0 The Company uses the Black-Scholes option pricing model to estimate the fair value of its service-based options as of their grant dates. The Company assesses current performance on performance-based PBRSUs by reviewing historical performance to date, along with any adjustments which have been approved to the reported performance, and changes to the projections to determine the probable outcome of the awards. The current estimates are then compared to the scoring metrics and any necessary adjustments are reflected in the current period to update share-based compensation expense to the current performance expectations. Stock options A summary of the options activity during the nine months ended September 30, 2022 is shown below: Options Weighted- Outstanding at December 31, 2021 4,386,205 $ 3.37 Granted 24,344 22.19 Exercised (1,279,460) 3.67 Canceled/forfeited (13,408) 4.59 Expired (7,500) 8.71 Outstanding at September 30, 2022 3,110,181 $ 3.38 Outstanding, vested and exercisable at September 30, 2022 3,084,188 $ 3.22 Outstanding, vested and exercisable at December 31, 2021 4,365,759 $ 3.33 Restricted stock units and performance-based restricted stock units A summary of the RSU and PBRSU activity during the nine months ended September 30, 2022 is shown below: Weighted- RSUs PBRSUs RSU PBRSU Outstanding and unvested at December 31, 2021 2,218,651 3,203,013 $ 16.28 $ 16.45 Granted 2,249,157 5,230,483 20.62 19.83 Performance factor adjustment — 876,109 — 10.46 Vested (574,564) (1,878,328) 14.49 11.19 Forfeited (164,414) (201,544) 17.41 19.87 Outstanding and unvested at September 30, 2022 3,728,830 7,229,733 $ 19.12 $ 19.44 Shares surrendered for taxes for the nine months ended September 30, 2022 182,080 783,392 Cost of shares surrendered for taxes for the nine months ended September 30, 2022 (in millions) $ 4.1 $ 20.0 Shares surrendered for taxes for the nine months ended September 30, 2021 186,588 — Cost of shares surrendered for taxes for the nine months ended September 30, 2021 (in millions) $ 4.8 $ — Upon consummation of the Holding Company Reorganization, outstanding restricted units of Cloudmed were replaced by an aggregate 1,536,220 RSUs of the Company. The Company also issued an aggregate of 3,173,184 inducement RSUs and PBRSUs to certain employees of Cloudmed under Nasdaq Listing Rule 5635(c)(4) pursuant to its newly adopted 2022 Inducement Plan. The Company’s RSU and PBRSU agreements allow employees to surrender to the Company shares of common stock upon vesting of their RSUs and PBRSUs in lieu of their payment of the required personal employment-related taxes. Shares surrendered for payment of personal employment-related taxes are held in treasury. Outstanding PBRSUs vest upon satisfaction of both time-based and performance-based conditions. Depending on the award, performance condition targets may include cumulative adjusted EBITDA, end-to-end RCM agreement growth, modular sales revenue, or other specific performance factors. Depending on the percentage level at which the performance-based conditions are satisfied, the number of shares vesting could be between 0% and 200% of the number of PBRSUs originally granted. Based on the established targets, the maximum number of shares that could vest for all outstanding PBRSUs is 14,412,591. CoyCo 2, L.P. Limited Partnership Units As part of the transactions contemplated by the Transaction Agreement, equity awards held by certain employees of Cloudmed (“Former Class P Units”) were modified, through a series of transactions, into awards (“Management Units”) of CoyCo 2. The Management Units issued by CoyCo 2 are treated as share-based compensation under ASC 718, Compensation —Stock Compensation. The Former Class P Units were originally issued to employees of Cloudmed and its affiliates (“Participants”) in connection with and as a part of the compensation and incentive arrangements between Cloudmed and such Participants prior to the consummation of the Cloudmed Acquisition. A portion of the Former Class P Units immediately vested upon the closing of the Cloudmed Acquisition; however, certain Former Class P Units that were subject to performance-based vesting conditions did not become vested upon the closing of the Cloudmed Acquisition (“Unvested Units”). However, in connection with the Cloudmed Acquisition, Cloudmed caused the Former Class P Units, including the Unvested Units, to be converted into Management Units. At the time of the closing of the Cloudmed Acquisition, 97,875 Unvested Units were converted into 514,986 Management Units. In general, Unvested Units vest upon the achievement of certain performance criteria, including achievement by the Sellers’ owner, New Mountain Capital, L.L.C. (“New Mountain”), of (i) specified multiples of Base Equity Value (“BEV”) (i.e., generally the aggregate equity value of New Mountain’s investment in Cloudmed as of the original grant date), or (ii) specified Multiples on Invested Capital (“MIC”) with respect to New Mountain Capital’s pre-Cloudmed Acquisition investment in Cloudmed, and subject to continued service with the Company and its affiliates, including Cloudmed through the applicable vesting date. The awards are not awards of the Company and the Participants will receive no additional shares of the Company upon satisfaction of the vesting criteria. However, GAAP requires the Company recognize the cost of share-based compensation granted by an investor (CoyCo 2) to the Company’s employees and service providers for services that benefit the Company’s operations, and a corresponding capital contribution because the costs are incurred on the Company’s behalf. |
Other Expenses
Other Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Other Expenses | Other Expenses Other expenses are incurred in connection with acquisition and integration costs, various exit activities, transformation initiatives, and organizational changes to improve our business alignment and cost structure. The following table summarizes the other expenses (income) recognized for the three and nine months ended September 30, 2022 and 2021. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Severance and related employee benefits (1) $ — $ 0.3 $ — $ 2.1 Business acquisition costs (2) 0.2 2.3 74.4 4.2 Integration costs (3) 8.8 — 18.3 2.6 Strategic initiatives (4) 6.2 2.5 9.0 6.4 Global business services center expansion project in the Philippines (5) 10.0 — 20.0 — Customer employee transition and restructuring expenses (6) — 3.2 (0.4) 3.2 Facility-exit charges (7) 1.3 — 7.3 2.9 Other (8) 3.6 3.1 7.5 12.8 Total other expenses $ 30.1 $ 11.4 $ 136.1 $ 34.2 (1) These costs relate to restructuring and business reorganization events. (2) These are costs, including legal, consulting, and bank fees, that are directly related to the close of the Cloudmed Acquisition on June 21, 2022 and the close of the VisitPay acquisition on July 1, 2021 and include changes to contingent consideration, if applicable. (3) These costs reflect efforts to integrate acquisitions from a systems, processes, and people perspective. Costs include consulting fees, IT vendor spend, severance, early lease termination of Cloudmed facilities, and certain payroll costs. (4) These costs relate to performing portfolio and capital structure analyses and transactions and other business transformation projects (including large scale system projects) as part of the Company’s growth strategy. Costs include vendor spend, employee time and expenses spent on activities, severance, and retention amounts. (5) These costs include legal and consulting fees related to the establishment of the Company’s inaugural global business services center in the Philippines as well as severance costs for personnel whose roles are being relocated. The entry into the Philippines is the first new organic global business services center country expansion by the Company in approximately 15 years. (6) As part of the transition of customer personnel to the Company under certain operating partner model contracts, the Company agreed to reimburse the customer, or directly pay affected employees, for severance and retention costs related to certain employees who were not transitioned to the Company, or whose jobs were relocated after the employee transitioned to the Company. (7) As part of evaluating its footprint, the Company has exited certain leased facilities. Costs include asset impairment charges, early termination fees, and other costs related to exited leased facilities. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesIncome tax provisions for interim periods are based on estimated annual income tax rates, adjusted to reflect the effects of any significant and infrequent or unusual items which are required to be discretely recognized within the current interim period. The effective tax rates in the periods presented are largely based upon the projected annual pre-tax earnings by jurisdiction and the allocation of certain expenses in various taxing jurisdictions where the Company conducts its business. These taxing jurisdictions apply a broad range of statutory income tax rates. The global intangible low-taxed income (“GILTI”) provisions impose taxes on foreign income in excess of a deemed return on tangible assets of foreign corporations. The Company elected to account for GILTI tax in the period in which it is incurred. The Company recognized income tax expense for the three months ended September 30, 2022 and income tax benefit for the nine months ended September 30, 2022 on the year-to-date pre-tax loss. The deviation from the federal statutory tax rate of 21% is primarily attributable to recognizing the provisions for foreign taxes, GILTI, non-deductible expenses, and discrete items. The Company recognized income tax expense for the three and nine months ended September 30, 2021 on the year-to-date pre-tax income. The deviation from the federal statutory tax rate of 21% is primarily attributable to recognizing the provisions for state taxes, GILTI, non-deductible expenses, and discrete items. The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. U.S. federal income tax returns since 2018 are currently open for examination. State jurisdictions vary for open tax years. The statute of limitations for most states ranges from three |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic net income (loss) per share is computed by dividing net income (loss), less any dividends, accretion or decretion, redemption or induced conversion on the preferred stock, by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated by adjusting the denominator used in the basic net income (loss) per share computation by potentially dilutive securities outstanding during the period plus, when their effect is dilutive, incremental shares consisting of shares subject to stock options and shares issuable upon vesting of RSUs and PBRSUs. Basic and diluted net income (loss) per common share are calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Basic EPS: Net income (loss) $ (29.5) $ 17.0 $ (20.5) $ 61.2 Less dividends on preferred shares (1) — — — (592.3) Net income (loss) available/(allocated) to common shareholders - basic $ (29.5) $ 17.0 $ (20.5) $ (531.1) Diluted EPS: Net income (loss) $ (29.5) $ 17.0 $ (20.5) $ 61.2 Less dividends on preferred shares (1) — — — (592.3) Net income (loss) available/(allocated) to common shareholders - diluted $ (29.5) $ 17.0 $ (20.5) $ (531.1) Basic weighted-average common shares 417,700,782 278,655,269 330,877,880 262,209,929 Add: Effect of dilutive equity awards — 7,281,436 — — Add: Effect of dilutive warrants — 34,680,381 — — Diluted weighted average common shares 417,700,782 320,617,086 330,877,880 262,209,929 Net income (loss) per common share (basic) $ (0.07) $ 0.06 $ (0.06) $ (2.03) Net income (loss) per common share (diluted) $ (0.07) $ 0.05 $ (0.06) $ (2.03) (1) The 2021 dividend on preferred shares includes amounts related to the conversion of the preferred shares. See Note 16 of the Company’s 2021 Form 10-K for more information. Because of their anti-dilutive effect, 21,251,602 common share equivalents comprised of stock options, PBRSUs, and RSUs have been excluded from the diluted earnings per share calculation for the three and nine months ended September 30, 2022. Additionally, for the three and nine months ended September 30, 2022, TCP-ASC ACHI Series LLLP’s (“TCP-ASC” or the “Investor”) and IHC Health Services, Inc.’s (“Intermountain”) exercisable warrants to acquire up to 40.5 million and 1.5 million shares, respectively, of the Company’s common stock have been excluded from the diluted earnings per share calculation because they were anti-dilutive. For the three and nine months ended September 30, 2021, 890,717 and 15,155,288 common share equivalents, respectively, have been excluded from the diluted earnings per share calculation because of their anti-dilutive effect. Additionally, for the nine months ended September 30, 2021, the Investor’s and Intermountain’s exercisable warrants to acquire up to 40.5 million and 1.5 million shares, respectively, of the Company’s common stock have been excluded from the diluted earnings per share calculation because they were anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings Other than as described below, the Company is not presently a party to any material litigation or regulatory proceeding and is not aware of any pending or threatened litigation or regulatory proceeding against the Company which, individually or in the aggregate, could have a material adverse effect on its business, operating results, financial condition or cash flows. On April 13, 2021 and April 19, 2021, respectively, certain purported stockholders of the Company filed two complaints in the Delaware Court of Chancery regarding the Company’s January 15, 2021 recapitalization transaction with TCP-ASC. Both complaints allege that TCP-ASC, Ascension Health (“Ascension”), and TowerBrook Capital Partners (“TowerBrook”) controlled the Company and breached their fiduciary duties by using that alleged control to force the Company to overpay in redeeming TCP-ASC’s preferred stock as part of the recapitalization transaction. The plaintiffs seek an unspecified amount of damages against TCP-ASC, Ascension, and TowerBrook. The plaintiffs also allege that the Company and TCP-ASC entered into amendments to the Investor Rights Agreement that the plaintiffs contend contains provisions that are void under the Company’s charter, bylaws, and the Delaware General Corporation Law. The cases have since been consolidated into a single action. All defendants have answered the complaint and discovery has commenced. On February 18, 2022, plaintiffs filed a supplement to their complaint, naming certain additional defendants and asserting additional claims related to the Company’s agreement to acquire Cloudmed, which was announced on January 10, 2022. The additional claims assert that: (i) TCP-ASC, Ascension, and TowerBrook, along with the Company’s directors (“Individual Defendants”), breached their fiduciary duties by causing the Company to enter into and approving the Cloudmed acquisition, respectively, which plaintiffs claim will perpetuate TCP-ASC’s, Ascension’s, and TowerBrook’s control over the Company and entrench the Individual Defendants by virtue of certain agreements entered into as part of the transaction, including a Second Amended Investor Rights Agreement with TCP-ASC (the “Seconded Amended Investor Rights Agreement”) and an Investor Rights Agreement with Cloudmed (the “Cloudmed Investor Rights Agreement”); and (ii) Cloudmed’s stockholders aided and abetted such breaches. Plaintiffs also allege that certain provisions in the Cloudmed Investor Rights Agreement and the Second Amended Investor Rights Agreement are void under the Company’s charter, bylaws, and the Delaware General Corporation law. The plaintiffs seek a declaratory judgment and an unspecified amount of damages, as well as attorneys’ fees and costs. The Company believes it has meritorious defenses to all claims against it and intends to vigorously defend itself against these claims. In May 2016, the Company was served with a False Claims Act case brought by a former emergency department service associate who worked at a hospital of one of the Company’s customers, MedStar Inc.’s Washington Hospital Center (“WHC”), along with WHC and three other hospitals that were PAS customers and a place holder, John Doe hospital, representing all PAS customers ( U.S. ex rel. Graziosi vs. Accretive Health, Inc. et. al. ), and seeking money damages, False Claims Act penalties, and plaintiff’s attorneys’ fees. The Third Amended Complaint alleges that the Company’s PAS business violates the federal False Claims Act. The case was originally filed under seal in 2013 in the federal district court in Chicago and presented to the U.S. Attorney in Chicago, and the U.S. Attorney declined to intervene. The Company believes that it has meritorious defenses to all claims in the case and intends to vigorously defend itself against these claims. Both the Company’s and plaintiff’s motions for summary judgment were denied in December 2020, and the parties have completed damage and expert discovery. Additional dispositive motions are expected to extend through 2022, with trial, if necessary, in June 2023. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions This note encompasses transactions between Ascension and its affiliates, including AMITA Health, and the Company pursuant to the Master Professional Services Agreement, including all supplements, amendments, and other documents entered into in connection therewith. For further details on the Company’s agreements with Ascension, see Note 1 and Note 19 of the Company’s 2021 Form 10-K. In conjunction with the Cloudmed Acquisition, New Mountain became a new related party. There were no material transactions with New Mountain subsequent to the Cloudmed Acquisition. Net services revenue from services provided to Ascension, as well as corresponding accounts receivable and customer liabilities are presented in the Consolidated Statements of Operations and Comprehensive Income (Loss) and the Consolidated Balance Sheets. Since Ascension is the Company’s largest customer, a significant percentage of the Company’s cost of services is associated with providing services to Ascension. However, due to the nature of the Company’s global business services and information technology operations, it is impractical to assign the dollar amount associated with services provided to Ascension. On May 27, 2021 and May 28, 2021, the Company issued 16,750,000 shares of common stock to TCP-ASC upon the cashless exercise of a warrant to purchase 19,535,145 shares of common stock at an exercise price of $3.50 per share based upon a market value of $24.54 to $24.64 per share as determined under the terms of the warrant. |
Segments and Customer Concentra
Segments and Customer Concentrations | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments and Customer Concentrations | Segments and Customer Concentrations The Company has determined that it has a single operating segment in accordance with the way that management operates and views the business. All of the Company’s significant operations are organized around the single business of providing end-to-end management services of revenue cycle operations for U.S.-based healthcare providers. Accordingly, for purposes of segment disclosures, the Company has only one operating and reportable segment. Customers comprising greater than 10% of net services revenue are as follows: Three Months Ended September 30, Nine Months Ended September 30, Customer Name 2022 2021 2022 2021 Ascension and its affiliates 44 % 60 % 52 % 61 % Intermountain Healthcare 11 % 14 % 13 % 14 % The loss of customers within the Ascension health system or Intermountain network could have a material adverse impact on the Company’s operations. As of September 30, 2022 and December 31, 2021, the Company had a concentration of credit risk with Ascension, representing 12% and 17% of accounts receivable, respectively. |
Supplemental Financial Informat
Supplemental Financial Information | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Financial Information | Supplemental Financial Information The following table summarizes the allocation of depreciation and amortization expense related to property, equipment and software between cost of services and selling, general and administrative expenses: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of services $ 14.7 $ 13.6 $ 39.0 $ 38.8 Selling, general and administrative 0.3 0.6 0.8 2.2 Total depreciation and amortization $ 15.0 $ 14.2 $ 39.8 $ 41.0 |
Business Description and Basi_2
Business Description and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements reflect the Company’s financial position as of September 30, 2022, the results of operations of the Company for the three and nine months ended September 30, 2022 and 2021, and the cash flows of the Company for the nine months ended September 30, 2022 and 2021. These financial statements include the accounts of R1 RCM Inc. and its wholly-owned subsidiaries, including Cloudmed and its subsidiaries since the date of the acquisition. All material intercompany amounts have been eliminated in consolidation. These financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial reporting and as required by the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the interim financial information, have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2022. |
Recently Issued Accounting Standards and Disclosures | Recently Issued Accounting Standards and Disclosures In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires companies to apply Topic 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities obtained in a business combination. The ASU amendments will generally result in the recognition of contract assets and contract liabilities by the acquirer at amounts consistent with those recorded by the acquiree immediately before the acquisition date. The Company prospectively adopted ASU 2021-08 effective April 1, 2022 and preliminarily recognized contract assets of $92.4 million and contract liabilities of $3.3 million as part of the Cloudmed Acquisition. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies that a contractual sale restriction on an equity security should not be considered in measuring the security’s fair value. The Company will adopt ASU 2022-03 prospectively effective January 1, 2024 and is currently evaluating the impact of the standard on its consolidated financial statements. |
Revenue Recognition | Revenue RecognitionRevenue is measured based on consideration specified in a contract with a customer, and presented net of any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a service to a customer, which is typically over the contact term. Estimates of variable consideration are included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once the uncertainty is resolved. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of Total Consideration Paid and Schedule of Acquisitions During 2021 | The following table summarizes the fair value of the total consideration paid: Fair Value Stock consideration transferred to the Sellers (1) $ 2,389.5 Cash consideration (2) 879.8 Replacement awards issued to Cloudmed equity award holders (3) 11.3 Total consideration 3,280.6 (1) The stock consideration fair value includes a preliminary discount for lack of marketability factor related to an 18-month lock-up period during which the Sellers may not sell their Company common stock. (2) Cash consideration includes the repayment of Cloudmed’s pre-existing credit facility that was paid off at closing and was not assumed by the Company. (3) Represents the pre-acquisition service portion of the fair value of 1,536,220 replacement restricted stock units (“RSUs”) issued to Cloudmed equity award holders at closing. During 2021, the Company acquired the following business: Company Name Description of the Business Description of the Acquisition iVinci Partners, LLC d/b/a VisitPay (“VisitPay”) Provider of digital payment solutions Purchased all outstanding equity interests |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The preliminary fair value of assets acquired and liabilities assumed is: Purchase Price Allocation Total purchase consideration $ 3,280.6 Allocation of consideration to assets acquired and liabilities assumed: Cash and cash equivalents $ 32.1 Accounts receivable 61.8 Current portion of contract assets 68.5 Property, equipment and software 5.0 Operating lease right-of-use assets 25.3 Non-current portion of contract assets 23.9 Intangible assets 1,370.1 Goodwill 1,994.7 Other assets 6.4 Accounts payable (31.9) Customer liabilities (3.3) Accrued compensation and benefits (91.8) Operating lease liabilities (25.4) Deferred income tax liabilities (142.0) Other liabilities (12.8) Net assets acquired $ 3,280.6 |
Schedule of Intangible Assets Identified with Acquisition | The intangible assets identified in conjunction with the Cloudmed Acquisition and their preliminary fair values are as follows: Useful Life Gross Carrying Value Customer Relationships 18 years $ 318.0 Technology 7 years $ 1,052.0 Favorable leasehold interests Life of lease $ 0.1 |
Schedule of Pro Forma Results | The following table summarizes, on a pro forma basis, the combined results of the Company as though the Cloudmed Acquisition had occurred as of January 1, 2021 and the VisitPay acquisition had occurred as of January 1, 2020. These pro forma results are not necessarily indicative of the actual consolidated results had the acquisitions occurred as of those dates or of the future consolidated operating results for any period. Pro forma results are: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net services revenue $ 496.0 $ 464.6 $ 1,476.9 $ 1,321.5 Net loss $ (22.9) $ (20.3) $ (21.5) $ (112.4) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table provides the gross carrying value and accumulated amortization for each major class of definite-lived intangible assets at September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value Customer relationships $ 418.0 $ (30.4) $ 387.6 $ 100.0 $ (20.8) $ 79.2 Technology 1,267.5 (88.3) 1,179.2 215.5 (30.2) 185.3 Tradename 1.0 (0.4) 0.6 1.0 (0.1) 0.9 Favorable leasehold interests 0.1 — 0.1 — — — Total intangible assets $ 1,686.6 $ (119.1) $ 1,567.5 $ 316.5 $ (51.1) $ 265.4 |
Schedule of Estimated Annual Amortization Expense | Estimated annual amortization expense related to intangible assets with definite lives as of September 30, 2022 is as follows: Remainder of 2022 $ 49.0 2023 196.3 2024 194.5 2025 192.9 2026 192.9 2027 192.9 Thereafter 549.0 Total $ 1,567.5 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Value of Goodwill | Changes in the carrying amount of goodwill for the nine months ended September 30, 2022 were: Goodwill Balance as of December 31, 2021 $ 554.7 Cloudmed Acquisition 1,994.7 Change in foreign currency rates (0.1) Balance as of September 30, 2022 $ 2,549.3 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue By Source | In the following table, revenue is disaggregated by source of revenue: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net operating fees $ 324.2 $ 308.5 $ 965.3 $ 879.8 Incentive fees 20.8 41.5 80.9 108.0 Modular and other (1) 151.0 29.7 227.4 87.9 Net services revenue $ 496.0 $ 379.7 $ 1,273.6 $ 1,075.7 (1) Modular and other revenue primarily consists of service fees related to Cloudmed and R1 Entri TM |
Schedule of Contract Assets and Contract Liabilities | The following table provides information about contract assets and contract liabilities from contracts with customers: September 30, 2022 December 31, 2021 Contract assets Current $ 74.4 $ — Non-current 30.8 — Total contract assets $ 105.2 $ — Contract liabilities Current (1) $ 28.4 $ 10.3 Non-current (2) 19.4 18.7 Total contract liabilities $ 47.8 $ 29.0 (1) Current contract liabilities include $26.5 million and $7.8 million classified in the current portion of customer liabilities and $1.9 million and $2.5 million classified in the current portion of customer liabilities - related party as of September 30, 2022 and December 31, 2021, respectively. (2) Non-current contract liabilities include $5.3 million and $3.3 million classified in the non-current portion of customer liabilities and $14.1 million and $15.4 million classified in the non-current portion of customer liabilities - related party as of September 30, 2022 and December 31, 2021, respectively. The contract assets balance will increase or decrease based on the timing of invoices and recognition of revenue. Prior to the Cloudmed Acquisition, the Company did not have significant contract assets. Significant changes in the carrying amount of contract assets for the three months ended September 30, 2022 were as follows: Contract Assets Balance as of June 30, 2022 $ 89.6 Revenue recognized 84.4 Amounts billed (73.0) Other (1) 4.2 Balance as of September 30, 2022 $ 105.2 |
Schedule of Transaction Price Allocated to the Remaining Performance Obligation | The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. The estimated revenue does not include amounts of variable consideration that are constrained. Net operating fees Incentive fees Remainder of 2022 $ 36.1 $ 17.8 2023 109.6 23.3 2024 91.2 — 2025 39.2 — 2026 38.5 — 2027 32.9 — Thereafter 122.0 — Total $ 469.5 $ 41.1 |
Accounts Receivable and Allow_2
Accounts Receivable and Allowance for Credit Losses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Schedule of Allowance for Credit Losses | Movements in the allowance for credit losses are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Beginning balance $ 4.4 $ 2.3 $ 2.5 $ 3.8 Cumulative effect of Cloudmed ASC 326 adoption — — 1.8 — Provision (recoveries) 10.4 0.4 10.7 0.6 Write-offs (0.2) (0.3) (0.4) (2.0) Ending balance $ 14.6 $ 2.4 $ 14.6 $ 2.4 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Components of Lease Costs and Supplemental Cash Flow Information | The components of lease costs are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease cost $ 6.9 $ 4.0 $ 16.8 $ 12.1 Sublease income (0.4) (0.6) (1.3) (1.7) Total lease cost $ 6.5 $ 3.4 $ 15.5 $ 10.4 Supplemental cash flow information related to leases are as follows: Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 17.6 $ 18.6 Right-of-use assets obtained in exchange for operating lease obligations: 67.6 13.6 |
Schedule of Operating Lease Maturity | Maturities of lease liabilities as of September 30, 2022 are as follows: Operating Leases Remainder of 2022 $ 9.3 2023 24.6 2024 23.9 2025 22.6 2026 16.8 2027 10.8 Thereafter 40.8 Total 148.8 Less: Imputed interest (28.8) Present value of lease liabilities $ 120.0 . |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Values Long-Term Debt | The carrying amounts of debt consist of the following: September 30, 2022 December 31, 2021 Senior Revolver (1) $ 80.0 $ 80.0 Term A Loans 1,222.5 695.6 Term B Loan 500.0 — Unamortized discount and issuance costs (24.9) (3.2) Total debt 1,777.6 772.4 Less: Current maturities (49.5) (17.5) Total long-term debt $ 1,728.1 $ 754.9 (1) As of September 30, 2022, the Company had $80.0 million in borrowings, $0.9 million letters of credit outstanding, and $519.1 million of availability under the Senior Revolver. |
Scheduled Maturities of Long-term Debt | Scheduled maturities of the Company’s long-term debt are summarized as follows: Scheduled Maturities Remainder of 2022 $ 12.4 2023 53.9 2024 67.0 2025 67.0 2026 698.3 2027 430.2 Thereafter 473.7 Total $ 1,802.5 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The location and fair value of derivative instruments designated as hedges in the Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 are as follows: September 30, 2022 December 31, 2021 Foreign currency forward contracts Prepaid expenses and other current assets $ — $ 1.7 Other accrued expenses 1.2 — Total foreign current forward contracts $ 1.2 $ 1.7 Interest rate swaps Prepaid expenses and other current assets $ 3.7 $ — Other assets 9.2 — Other accrued expenses — 0.7 Total interest rate swaps $ 12.9 $ 0.7 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense | Total share-based compensation costs that have been included in the Company’s consolidated statements of operations were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Share-Based Compensation Expense Allocation Details: Cost of services $ 12.3 $ 15.8 $ 21.7 $ 38.8 Selling, general and administrative 15.4 9.7 27.7 23.2 Other 0.1 — 0.1 — Total share-based compensation expense $ 27.8 $ 25.5 $ 49.5 $ 62.0 |
Schedule of Stock Options Activity | A summary of the options activity during the nine months ended September 30, 2022 is shown below: Options Weighted- Outstanding at December 31, 2021 4,386,205 $ 3.37 Granted 24,344 22.19 Exercised (1,279,460) 3.67 Canceled/forfeited (13,408) 4.59 Expired (7,500) 8.71 Outstanding at September 30, 2022 3,110,181 $ 3.38 Outstanding, vested and exercisable at September 30, 2022 3,084,188 $ 3.22 Outstanding, vested and exercisable at December 31, 2021 4,365,759 $ 3.33 |
Schedule of Non-Options Awards Activity | A summary of the RSU and PBRSU activity during the nine months ended September 30, 2022 is shown below: Weighted- RSUs PBRSUs RSU PBRSU Outstanding and unvested at December 31, 2021 2,218,651 3,203,013 $ 16.28 $ 16.45 Granted 2,249,157 5,230,483 20.62 19.83 Performance factor adjustment — 876,109 — 10.46 Vested (574,564) (1,878,328) 14.49 11.19 Forfeited (164,414) (201,544) 17.41 19.87 Outstanding and unvested at September 30, 2022 3,728,830 7,229,733 $ 19.12 $ 19.44 Shares surrendered for taxes for the nine months ended September 30, 2022 182,080 783,392 Cost of shares surrendered for taxes for the nine months ended September 30, 2022 (in millions) $ 4.1 $ 20.0 Shares surrendered for taxes for the nine months ended September 30, 2021 186,588 — Cost of shares surrendered for taxes for the nine months ended September 30, 2021 (in millions) $ 4.8 $ — |
Other Expenses (Tables)
Other Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Expenses | The following table summarizes the other expenses (income) recognized for the three and nine months ended September 30, 2022 and 2021. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Severance and related employee benefits (1) $ — $ 0.3 $ — $ 2.1 Business acquisition costs (2) 0.2 2.3 74.4 4.2 Integration costs (3) 8.8 — 18.3 2.6 Strategic initiatives (4) 6.2 2.5 9.0 6.4 Global business services center expansion project in the Philippines (5) 10.0 — 20.0 — Customer employee transition and restructuring expenses (6) — 3.2 (0.4) 3.2 Facility-exit charges (7) 1.3 — 7.3 2.9 Other (8) 3.6 3.1 7.5 12.8 Total other expenses $ 30.1 $ 11.4 $ 136.1 $ 34.2 (1) These costs relate to restructuring and business reorganization events. (2) These are costs, including legal, consulting, and bank fees, that are directly related to the close of the Cloudmed Acquisition on June 21, 2022 and the close of the VisitPay acquisition on July 1, 2021 and include changes to contingent consideration, if applicable. (3) These costs reflect efforts to integrate acquisitions from a systems, processes, and people perspective. Costs include consulting fees, IT vendor spend, severance, early lease termination of Cloudmed facilities, and certain payroll costs. (4) These costs relate to performing portfolio and capital structure analyses and transactions and other business transformation projects (including large scale system projects) as part of the Company’s growth strategy. Costs include vendor spend, employee time and expenses spent on activities, severance, and retention amounts. (5) These costs include legal and consulting fees related to the establishment of the Company’s inaugural global business services center in the Philippines as well as severance costs for personnel whose roles are being relocated. The entry into the Philippines is the first new organic global business services center country expansion by the Company in approximately 15 years. (6) As part of the transition of customer personnel to the Company under certain operating partner model contracts, the Company agreed to reimburse the customer, or directly pay affected employees, for severance and retention costs related to certain employees who were not transitioned to the Company, or whose jobs were relocated after the employee transitioned to the Company. (7) As part of evaluating its footprint, the Company has exited certain leased facilities. Costs include asset impairment charges, early termination fees, and other costs related to exited leased facilities. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Common Share | Basic and diluted net income (loss) per common share are calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Basic EPS: Net income (loss) $ (29.5) $ 17.0 $ (20.5) $ 61.2 Less dividends on preferred shares (1) — — — (592.3) Net income (loss) available/(allocated) to common shareholders - basic $ (29.5) $ 17.0 $ (20.5) $ (531.1) Diluted EPS: Net income (loss) $ (29.5) $ 17.0 $ (20.5) $ 61.2 Less dividends on preferred shares (1) — — — (592.3) Net income (loss) available/(allocated) to common shareholders - diluted $ (29.5) $ 17.0 $ (20.5) $ (531.1) Basic weighted-average common shares 417,700,782 278,655,269 330,877,880 262,209,929 Add: Effect of dilutive equity awards — 7,281,436 — — Add: Effect of dilutive warrants — 34,680,381 — — Diluted weighted average common shares 417,700,782 320,617,086 330,877,880 262,209,929 Net income (loss) per common share (basic) $ (0.07) $ 0.06 $ (0.06) $ (2.03) Net income (loss) per common share (diluted) $ (0.07) $ 0.05 $ (0.06) $ (2.03) |
Segments and Customer Concent_2
Segments and Customer Concentrations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Customer Concentration, Net Services Revenue | Customers comprising greater than 10% of net services revenue are as follows: Three Months Ended September 30, Nine Months Ended September 30, Customer Name 2022 2021 2022 2021 Ascension and its affiliates 44 % 60 % 52 % 61 % Intermountain Healthcare 11 % 14 % 13 % 14 % |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary Depreciation and Amortization Expense | The following table summarizes the allocation of depreciation and amortization expense related to property, equipment and software between cost of services and selling, general and administrative expenses: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of services $ 14.7 $ 13.6 $ 39.0 $ 38.8 Selling, general and administrative 0.3 0.6 0.8 2.2 Total depreciation and amortization $ 15.0 $ 14.2 $ 39.8 $ 41.0 |
Business Description and Basi_3
Business Description and Basis of Presentation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||||
Jun. 21, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Apr. 01, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Contract assets | $ 105.2 | $ 89.6 | $ 0 | |||
Cloudmed | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of business acquired | 100% | |||||
Acquisition, aggregate number of shares of common stock issued (in shares) | 135,929,742 | |||||
Common stock, par value (in dollars per share) | $ 0.01 | |||||
Cloudmed | Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition, aggregate number of shares of common stock issued (in shares) | 55,846 | |||||
Cloudmed | Accounting Standards Update 2021-08 | ||||||
Business Acquisition [Line Items] | ||||||
Contract assets | $ 92.4 | |||||
Contract liabilities | $ 3.3 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 21, 2022 USD ($) | Aug. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) payment | |
Business Acquisition [Line Items] | |||||||
Payments to acquire business | $ 0 | $ 12.5 | |||||
Cloudmed | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase consideration | $ 3,280.6 | ||||||
Net sales | $ 120.2 | 133.5 | |||||
Net loss, before income taxes | 1.3 | 0.9 | |||||
RevWorks | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire business | $ 12.5 | $ 12.5 | |||||
Number of deferred payments | payment | 2 | ||||||
Payments to acquire business, number of payments, refund period, if circumstances met | 2 years | ||||||
Asset, contingently returnable consideration | $ 25 | $ 25 | $ 22.3 |
Acquisitions - Fair Value Total
Acquisitions - Fair Value Total Consideration Paid (Details) - Cloudmed $ in Millions | Jun. 21, 2022 USD ($) shares |
Business Acquisition [Line Items] | |
Stock consideration transferred to the Sellers | $ 2,389.5 |
Cash consideration | 879.8 |
Total consideration | $ 3,280.6 |
Cloudmed | |
Business Acquisition [Line Items] | |
Lock-up period | 18 months |
RSUs | |
Business Acquisition [Line Items] | |
Replacement awards issued to Cloudmed equity award holders | $ 11.3 |
Replacement awards issued to Cloudmed equity award holders, shares (in shares) | shares | 1,536,220 |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Jun. 21, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Allocation of consideration to assets acquired and liabilities assumed: | |||
Goodwill | $ 2,549.3 | $ 554.7 | |
Cloudmed | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Total purchase consideration | $ 3,280.6 | ||
Allocation of consideration to assets acquired and liabilities assumed: | |||
Cash and cash equivalents | 32.1 | ||
Accounts receivable | 61.8 | ||
Current portion of contract assets | 68.5 | ||
Property, equipment and software | 5 | ||
Operating lease right-of-use assets | 25.3 | ||
Non-current portion of contract assets | 23.9 | ||
Intangible assets | 1,370.1 | ||
Goodwill | 1,994.7 | ||
Other assets | 6.4 | ||
Accounts payable | (31.9) | ||
Customer liabilities | (3.3) | ||
Accrued compensation and benefits | (91.8) | ||
Operating lease liabilities | (25.4) | ||
Deferred income tax liabilities | (142) | ||
Other liabilities | (12.8) | ||
Net assets acquired | $ 3,280.6 |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Assets Information (Details) - Cloudmed $ in Millions | Jun. 21, 2022 USD ($) |
Customer Relationships | |
Business Acquisition [Line Items] | |
Useful Life | 18 years |
Gross Carrying Value | $ 318 |
Technology | |
Business Acquisition [Line Items] | |
Useful Life | 7 years |
Gross Carrying Value | $ 1,052 |
Favorable leasehold interests | |
Business Acquisition [Line Items] | |
Gross Carrying Value | $ 0.1 |
Acquisitions - Pro Forma Result
Acquisitions - Pro Forma Results (Details) - Cloudmed and VisitPay Acquisitions - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Net services revenue | $ 496 | $ 464.6 | $ 1,476.9 | $ 1,321.5 |
Net loss | $ (22.9) | $ (20.3) | $ (21.5) | $ (112.4) |
Intangible Assets - Components
Intangible Assets - Components of Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 1,686.6 | $ 316.5 |
Accumulated Amortization | (119.1) | (51.1) |
Net Book Value | 1,567.5 | 265.4 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 418 | 100 |
Accumulated Amortization | (30.4) | (20.8) |
Net Book Value | 387.6 | 79.2 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,267.5 | 215.5 |
Accumulated Amortization | (88.3) | (30.2) |
Net Book Value | 1,179.2 | 185.3 |
Tradename | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1 | 1 |
Accumulated Amortization | (0.4) | (0.1) |
Net Book Value | 0.6 | 0.9 |
Favorable leasehold interests | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 0.1 | 0 |
Accumulated Amortization | 0 | 0 |
Net Book Value | $ 0.1 | $ 0 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible asset amortization expense | $ 49.2 | $ 7.1 | $ 68 | $ 15.8 |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Remainder of 2022 | $ 49 | |
2023 | 196.3 | |
2024 | 194.5 | |
2025 | 192.9 | |
2026 | 192.9 | |
2027 | 192.9 | |
Thereafter | 549 | |
Net Book Value | $ 1,567.5 | $ 265.4 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Value of Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2021 | $ 554.7 |
Cloudmed Acquisition | 1,994.7 |
Change in foreign currency rates | (0.1) |
Balance as of September 30, 2022 | $ 2,549.3 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregated Revenue by Source (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net services revenue | $ 496 | $ 379.7 | $ 1,273.6 | $ 1,075.7 |
Net operating fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net services revenue | 324.2 | 308.5 | 965.3 | 879.8 |
Incentive fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net services revenue | 20.8 | 41.5 | 80.9 | 108 |
Modular and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net services revenue | $ 151 | $ 29.7 | $ 227.4 | $ 87.9 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Contract Balances (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Contract assets | |||
Current | $ 74.4 | $ 0 | |
Non-current | 30.8 | 0 | |
Total contract assets | 105.2 | $ 89.6 | 0 |
Contract liabilities | |||
Current | 28.4 | 10.3 | |
Non-current | 19.4 | 18.7 | |
Total contract liabilities | 47.8 | 29 | |
Current portion of customer liabilities | 26.5 | 7.8 | |
Non-current portion of customer liabilities | 5.3 | 3.3 | |
Investor | |||
Contract liabilities | |||
Current portion of customer liabilities | 1.9 | 2.5 | |
Non-current portion of customer liabilities | $ 14.1 | $ 15.4 |
Revenue Recognition - Changes t
Revenue Recognition - Changes to Contract Assets (Details) $ in Millions | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Contract with Customer, Asset [Roll Forward] | |
Balance as of June 30, 2022 | $ 89.6 |
Revenue recognized | 84.4 |
Amounts billed | (73) |
Other | 4.2 |
Balance as of September 30, 2022 | $ 105.2 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Contract With Customer, Liability, Including Advanced Billings | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | $ 93.4 | $ 99.7 |
Accounts Receivable | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized, advanced billings | $ 85.8 | $ 88.1 |
Revenue Recognition - Transacti
Revenue Recognition - Transaction Price Allocated to the Remaining Performance Obligation (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Net operating fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, amount | $ 469.5 |
Incentive fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, amount | $ 41.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | Net operating fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, amount | $ 36.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | Incentive fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, amount | $ 17.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Net operating fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, amount | $ 109.6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Incentive fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, amount | $ 23.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Net operating fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, amount | $ 91.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Incentive fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, amount | $ 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Net operating fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, amount | $ 39.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Incentive fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, amount | $ 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Net operating fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, amount | $ 38.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Incentive fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, amount | $ 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Net operating fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, amount | $ 32.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Incentive fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, amount | $ 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Net operating fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, amount | $ 122 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Incentive fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in the future related to unsatisfied performance obligations, amount | $ 0 |
Accounts Receivable and Allow_3
Accounts Receivable and Allowance for Credit Losses - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||||
Increase in allowance | $ 10.4 | $ 0.4 | $ 10.7 | $ 0.6 | ||||
Allowance for credit loss | 14.6 | $ 2.4 | 14.6 | $ 2.4 | $ 4.4 | $ 2.5 | $ 2.3 | $ 3.8 |
Physician Customer | ||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||||
Increase in allowance | 9.5 | |||||||
Allowance for credit loss | 10 | 10 | ||||||
Accounts receivable, gross | $ 33.3 | $ 33.3 |
Accounts Receivable and Allow_4
Accounts Receivable and Allowance for Credit Losses - Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 4.4 | $ 2.3 | $ 2.5 | $ 3.8 |
Provision (recoveries) | 10.4 | 0.4 | 10.7 | 0.6 |
Write-offs | (0.2) | (0.3) | (0.4) | (2) |
Ending balance | 14.6 | 2.4 | 14.6 | 2.4 |
Cloudmed | ASC 326 | ||||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 0 | $ 0 | $ 1.8 | $ 0 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 6.9 | $ 4 | $ 16.8 | $ 12.1 |
Sublease income | (0.4) | (0.6) | (1.3) | (1.7) |
Total lease cost | $ 6.5 | $ 3.4 | $ 15.5 | $ 10.4 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows for operating leases | $ 17.6 | $ 18.6 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 67.6 | $ 13.6 |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Lease Maturity (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Remainder of 2022 | $ 9.3 |
2023 | 24.6 |
2024 | 23.9 |
2025 | 22.6 |
2026 | 16.8 |
2027 | 10.8 |
Thereafter | 40.8 |
Total | 148.8 |
Less: | |
Imputed interest | (28.8) |
Present value of lease liabilities | $ 120 |
Debt - Carrying Amounts of Debt
Debt - Carrying Amounts of Debt (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,802.5 | |
Unamortized discount and issuance costs | (24.9) | $ (3.2) |
Total debt | 1,777.6 | 772.4 |
Less: Current maturities | (49.5) | (17.5) |
Total long-term debt | 1,728.1 | 754.9 |
Line of Credit | Senior Revolver | ||
Debt Instrument [Line Items] | ||
Long-term debt | 80 | 80 |
Borrowing availability | 519.1 | |
Line of Credit | Term A Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,222.5 | 695.6 |
Line of Credit | Term B Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 500 | $ 0 |
Line of Credit | Letters of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0.9 |
Debt - Narrative (Details)
Debt - Narrative (Details) - Line of Credit - Second A&R Credit Agreement | Jun. 21, 2022 USD ($) offer | Sep. 30, 2022 |
Debt Instrument [Line Items] | ||
Debt covenant, number of offers to extend maturity date, if circumstances met (or more) | offer | 1 | |
Mandatory prepayments, percentage of annual excess cash flow | 50% | |
Mandatory prepayments, percentage of non-ordinary course asset sales or other dispositions | 100% | |
Mandatory prepayments, percentage of net cash proceeds of debt incurrence | 100% | |
Debt covenant, secured obligation pledged, capital stock of certain domestic subsidiaries, percent | 100% | |
Federal Funds Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate basis | 0.50% | |
SOFR | Interest Rate Option - Basis Spread One | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate basis | 1% | |
SOFR | Minimum | Interest Rate Option - Basis Spread One | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate basis | 0.25% | |
SOFR | Maximum | Interest Rate Option - Basis Spread One | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate basis | 1.50% | |
Term A Loans | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.28% | |
Term A Loans | SOFR | Interest Rate Option - Basis Spread One | ||
Debt Instrument [Line Items] | ||
Variable rate basis, minimum (not less than) | 0% | |
Term A Loans | SOFR | Interest Rate Option - Basis Spread Two | ||
Debt Instrument [Line Items] | ||
Variable rate basis, minimum (not less than) | 0% | |
Existing Term A Loan | ||
Debt Instrument [Line Items] | ||
Credit agreement, maximum borrowing capacity | $ 691,300,000 | |
Incremental Term A Loan | ||
Debt Instrument [Line Items] | ||
Credit agreement, maximum borrowing capacity | $ 540,000,000 | |
Debt maturity | 5 years | |
Term B Loan | ||
Debt Instrument [Line Items] | ||
Credit agreement, maximum borrowing capacity | $ 500,000,000 | |
Debt maturity | 7 years | |
Interest rate | 6.03% | |
Term B Loan | SOFR | Interest Rate Option - Basis Spread One | ||
Debt Instrument [Line Items] | ||
Variable rate basis, minimum (not less than) | 0.50% | |
Term B Loan | SOFR | Interest Rate Option - Basis Spread Two | ||
Debt Instrument [Line Items] | ||
Variable rate basis, minimum (not less than) | 0.50% | |
Term B Loan | SOFR | Minimum | Interest Rate Option - Basis Spread Two | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate basis | 1.25% | |
Term B Loan | SOFR | Maximum | Interest Rate Option - Basis Spread Two | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate basis | 2.50% | |
Senior Revolver | ||
Debt Instrument [Line Items] | ||
Credit agreement, maximum borrowing capacity | $ 600,000,000 | |
Debt issuance costs incurred | 7,200,000 | |
Debt issuance costs, capitalized | $ 6,400,000 | |
Senior Revolver | Minimum | ||
Debt Instrument [Line Items] | ||
Commitment fee | 0.20% | |
Senior Revolver | Maximum | ||
Debt Instrument [Line Items] | ||
Commitment fee | 0.40% |
Debt - Scheduled Maturities of
Debt - Scheduled Maturities of Long-Term Debt (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2022 | $ 12.4 |
2023 | 53.9 |
2024 | 67 |
2025 | 67 |
2026 | 698.3 |
2027 | 430.2 |
Thereafter | 473.7 |
Total | $ 1,802.5 |
Derivative Financial Instrume_2
Derivative Financial Instruments - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 05, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Derivative [Line Items] | ||||||
Accumulated gain, net of tax, recognized in other comprehensive loss | $ 8,800,000 | $ 700,000 | ||||
Third Party | ||||||
Derivative [Line Items] | ||||||
Potential business combination, expected purchase price | $ 150,000,000 | |||||
Designated as Hedging Instrument | Cash Flow Hedging | Foreign Currency Hedges | ||||||
Derivative [Line Items] | ||||||
Unrealized gains (losses) reported in accumulated other comprehensive loss | (1,200,000) | |||||
Gains (losses) to be reclassified within next 12 months | (1,100,000) | |||||
Derivatives, net gain (loss) reclassified | $ (700,000) | $ 400,000 | 600,000 | $ 1,000,000 | ||
Notional amount | 76,800,000 | 76,800,000 | ||||
Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swaps | ||||||
Derivative [Line Items] | ||||||
Unrealized gains (losses) reported in accumulated other comprehensive loss | 12,900,000 | |||||
Gains (losses) to be reclassified within next 12 months | 3,700,000 | |||||
Derivatives, net gain (loss) reclassified | (400,000) | $ (300,000) | (900,000) | $ (1,100,000) | ||
Notional amount | $ 500,000,000 | $ 500,000,000 |
Derivative Financial Instrume_3
Derivative Financial Instruments- Schedule Of Derivative Instruments as Hedged on Consolidated Balance Sheets (Details) - Cash Flow Hedging - Designated as Hedging Instrument - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Derivative asset, current | $ 0 | $ 1.7 |
Derivative liability | 1.2 | 0 |
Derivative, fair value, net | 1.2 | 1.7 |
Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative asset, current | 3.7 | 0 |
Derivative asset, noncurrent | 9.2 | 0 |
Derivative liability | 0 | 0.7 |
Derivative, fair value, net | $ 12.9 | $ 0.7 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 21, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 27.8 | $ 25.5 | $ 49.5 | $ 62 | |
Related tax benefits | 4.6 | 5.1 | 8.5 | 12.2 | |
Income tax benefit | $ 4.3 | $ 0.6 | $ 9.2 | $ 7.2 | |
RSUs and PBRSUs | Cloudmed | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Replacement awards issued to Cloudmed equity award holders, shares (in shares) | 3,173,184 | ||||
RSUs | Cloudmed | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Replacement awards issued to Cloudmed equity award holders, shares (in shares) | 1,536,220 | ||||
PBRSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum exercisable (in shares) | 14,412,591 | ||||
Former Class P Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of units converted in Transaction Agreement (in shares) | 97,875 | ||||
Management Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of units converted in Transaction Agreement (in shares) | 514,986 | ||||
Nonvested award, cost not yet recognized, period for recognition | 4 years | ||||
Minimum | PBRSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares vesting if targets conditions met, potential percentage | 0% | ||||
Maximum | PBRSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares vesting if targets conditions met, potential percentage | 200% |
Share-Based Compensation - Comp
Share-Based Compensation - Compensation Expense Allocation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | $ 27.8 | $ 25.5 | $ 49.5 | $ 62 |
Cost of services | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | 12.3 | 15.8 | 21.7 | 38.8 |
Selling, general and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | 15.4 | 9.7 | 27.7 | 23.2 |
Other | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | $ 0.1 | $ 0 | $ 0.1 | $ 0 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Options Activity (Details) | 9 Months Ended | |
Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Options | ||
Outstanding at beginning of period (in shares) | shares | 4,386,205 | |
Granted (in shares) | shares | 24,344 | |
Exercised (in shares) | shares | (1,279,460) | |
Canceled/forfeited (in shares) | shares | (13,408) | |
Expired (in shares) | shares | (7,500) | |
Outstanding at end of period (in shares) | shares | 3,110,181 | |
Outstanding, vested and exercisable at end of period (in shares) | shares | 3,084,188 | 4,365,759 |
Weighted- Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 3.37 | |
Granted (in dollars per share) | $ / shares | 22.19 | |
Exercised (in dollars per share) | $ / shares | 3.67 | |
Canceled/forfeited (in dollars per share) | $ / shares | 4.59 | |
Expired (in dollars per share) | $ / shares | 8.71 | |
Outstanding at end of period (in dollars per share) | $ / shares | 3.38 | |
Outstanding, vested and exercisable at end of period (in dollars per share) | $ / shares | $ 3.22 | $ 3.33 |
Share-Based Compensation - Othe
Share-Based Compensation - Other Than Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding and unvested at beginning of period (in shares) | 2,218,651 | |
Granted (in shares) | 2,249,157 | |
Performance factor adjustment (in shares) | 0 | |
Vested (in shares) | (574,564) | |
Forfeited (in shares) | (164,414) | |
Outstanding and unvested at end of period (in shares) | 3,728,830 | |
Weighted- Average Grant Date Fair Value | ||
Outstanding and unvested at beginning of period (in dollars per share) | $ 16.28 | |
Granted (in dollars per share) | 20.62 | |
Performance factor adjustment (in dollars per share) | 0 | |
Vested (in dollars per share) | 14.49 | |
Forfeited (in dollars per share) | 17.41 | |
Outstanding and unvested at end of period (in dollars per share) | $ 19.12 | |
Shares surrendered for taxes (in shares) | 182,080 | 186,588 |
Cost of shares surrendered for taxes | $ 4.1 | $ 4.8 |
PBRSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding and unvested at beginning of period (in shares) | 3,203,013 | |
Granted (in shares) | 5,230,483 | |
Performance factor adjustment (in shares) | 876,109 | |
Vested (in shares) | (1,878,328) | |
Forfeited (in shares) | (201,544) | |
Outstanding and unvested at end of period (in shares) | 7,229,733 | |
Weighted- Average Grant Date Fair Value | ||
Outstanding and unvested at beginning of period (in dollars per share) | $ 16.45 | |
Granted (in dollars per share) | 19.83 | |
Performance factor adjustment (in dollars per share) | 10.46 | |
Vested (in dollars per share) | 11.19 | |
Forfeited (in dollars per share) | 19.87 | |
Outstanding and unvested at end of period (in dollars per share) | $ 19.44 | |
Shares surrendered for taxes (in shares) | 783,392 | 0 |
Cost of shares surrendered for taxes | $ 20 | $ 0 |
Other Expenses - Schedule of Ot
Other Expenses - Schedule of Other Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other Income And Expenses [Line Items] | ||||
Severance and related employee benefits | $ 0 | $ 0.3 | $ 0 | $ 2.1 |
Business acquisition costs | 0.2 | 2.3 | 74.4 | 4.2 |
Integration costs | 8.8 | 0 | 18.3 | 2.6 |
Strategic initiatives | 6.2 | 2.5 | 9 | 6.4 |
Global business services center expansion project in the Philippines | 10 | 0 | 20 | 0 |
Customer employee transition and restructuring expenses | 0 | 3.2 | (0.4) | 3.2 |
Facility-exit charges | 1.3 | 0 | 7.3 | 2.9 |
Other | 3.6 | 3.1 | 7.5 | 12.8 |
Total other expenses | 30.1 | 11.4 | $ 136.1 | 34.2 |
Number of years since new country entry | 15 years | |||
COVID-19 related costs, included in Other | $ 0.7 | $ 2.7 | $ 1.8 | $ 7.1 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Federal statutory tax rate | 21% | 21% | 21% | 21% | |
Statute of limitations minimum | 3 years | ||||
Statute of limitations maximum | 6 years | ||||
Gross deferred tax assets | $ 123.7 | ||||
Deferred tax assets related to operating loss carryforwards | $ 54.7 |
Earnings (Loss) Per Share - Com
Earnings (Loss) Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Basic EPS: | ||||||||
Net income (loss) | $ (29.5) | $ (20.4) | $ 29.4 | $ 17 | $ 18.4 | $ 25.8 | $ (20.5) | $ 61.2 |
Less dividends on preferred shares | 0 | 0 | 0 | (592.3) | ||||
Net income (loss) available/allocated to common shareholders - basic | (29.5) | 17 | (20.5) | (531.1) | ||||
Diluted EPS: | ||||||||
Net income (loss) available/allocated to common shareholders - diluted | $ (29.5) | $ 17 | $ (20.5) | $ (531.1) | ||||
Basic weighted-average common shares (in shares) | 417,700,782 | 278,655,269 | 330,877,880 | 262,209,929 | ||||
Add: Effect of dilutive equity awards (in shares) | 0 | 7,281,436 | 0 | 0 | ||||
Add: Effect of dilutive warrants (in shares) | 0 | 34,680,381 | 0 | 0 | ||||
Diluted weighted average common shares (in shares) | 417,700,782 | 320,617,086 | 330,877,880 | 262,209,929 | ||||
Net income (loss) per common share (basic) (in dollars per share) | $ (0.07) | $ 0.06 | $ (0.06) | $ (2.03) | ||||
Net income (loss) per common share (diluted) (in dollars per share) | $ (0.07) | $ 0.05 | $ (0.06) | $ (2.03) |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive common share equivalents (in shares) | 21,251,602 | 890,717 | 21,251,602 | 15,155,288 |
Warrant | Investor | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive common share equivalents (in shares) | 40,500,000 | 40,500,000 | 40,500,000 | |
Warrant | Intermountain | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive common share equivalents (in shares) | 1,500,000 | 1,500,000 | 1,500,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Apr. 19, 2021 claim |
TCP-ASC Recapitalization Litigation | Pending Litigation | |
Loss Contingencies [Line Items] | |
Number of complaints filed | 2 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - $ / shares | 3 Months Ended | |
May 28, 2021 | Jun. 30, 2021 | |
Common Stock | ||
Related Party Transaction [Line Items] | ||
Exercise of warrants pursuant to cashless provisions (in shares) | 16,750,000 | |
Related Party | TCP-ASC | ||
Related Party Transaction [Line Items] | ||
Warrant exercise price (in dollars per share) | $ 3.50 | |
Related Party | TCP-ASC | Minimum | ||
Related Party Transaction [Line Items] | ||
Warrant market value price (in dollars per share) | 24.54 | |
Related Party | TCP-ASC | Maximum | ||
Related Party Transaction [Line Items] | ||
Warrant market value price (in dollars per share) | $ 24.64 | |
Related Party | TCP-ASC | Common Stock | ||
Related Party Transaction [Line Items] | ||
Exercise of warrants pursuant to cashless provisions (in shares) | 16,750,000 | |
Class of warrant or right, number of securities called by warrants or rights (in shares) | 19,535,145 |
Segments and Customer Concent_3
Segments and Customer Concentrations - Narrative (Details) - segment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | 1 | |
Number of reporting segments | 1 | |
Customer Concentration Risk | Accounts Receivable | Ascension and its affiliates | ||
Segment Reporting Information [Line Items] | ||
Concentration percentage | 12% | 17% |
Segments and Customer Concent_4
Segments and Customer Concentrations - Concentration Risk by Customer (Details) - Revenue - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Ascension and its affiliates | ||||
Concentration Risk [Line Items] | ||||
Concentration percentage | 44% | 60% | 52% | 61% |
Intermountain Healthcare | ||||
Concentration Risk [Line Items] | ||||
Concentration percentage | 11% | 14% | 13% | 14% |
Supplemental Financial Inform_3
Supplemental Financial Information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Total depreciation and amortization | $ 15 | $ 14.2 | $ 39.8 | $ 41 |
Cost of services | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation and amortization | 14.7 | 13.6 | 39 | 38.8 |
Selling, general and administrative | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation and amortization | $ 0.3 | $ 0.6 | $ 0.8 | $ 2.2 |