R1 RCM Inc. /DE false 0001910851 0001910851 2023-11-12 2023-11-12

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2023

 

 

R1 RCM Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-41428   87-4340782
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

433 W. Ascension Way

Suite 200

 
Murray  
Utah   84123
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (312) 324-7820

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stock, par value $0.01 per share   RCM   NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 4.02

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

Immediately prior to the scheduled filing of R1 RCM Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023, the Company identified errors related to the accounting for certain acquiree compensation costs incurred in connection with acquisitions in 2022, 2021 and 2020 that the Company was required to recognize as a Company expense immediately upon the closing of the transactions. These costs should have been recorded as Other expenses within the consolidated statements of operations and comprehensive income in the applicable period and were instead recorded within the purchase price allocation and ultimately recorded as goodwill in the consolidated balance sheets in previously issued financial statements.

As a result, on November 12, 2023, the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company concluded, after considering the recommendations of management and discussing with the Company’s independent registered public accounting firm, Ernst & Young LLP (“EY”), that (i) the Company’s audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC; (ii) the Company’s unaudited consolidated financial statements as of and for each of the quarters within 2022 and 2021, included in the Company’s Quarterly Reports on Form 10-Q filed with the SEC; and (iii) even though the errors do not materially impact the unaudited condensed consolidated financial statements for the quarters ended June 30, 2023 and March 31, 2023 included in the Company’s Quarterly Reports on Form 10-Q filed with the SEC, such financial statements (collectively, the “Non-Reliance Periods”) should not be relied upon due to the errors described above and need to be restated. In addition to the restatement errors described above, the Company expects to correct certain items that were previously identified and concluded as immaterial, individually and in the aggregate, to the financial statements for the Non-Reliance Periods.

In connection with the restatements, as a result of the accounting errors, the Company’s management has identified a material weakness in its internal control over financial reporting relating to the design and operating effectiveness of controls over business combinations impacting the accounting for acquiree compensation arrangements during the periods covered by such reports and has determined that its disclosure controls and procedures also were not effective as of December 31, 2022 and 2021 and all interim and subsequent periods.

Accordingly, the Audit Committee concluded that management’s report on internal control over financial reporting as of December 31, 2022 and 2021 should no longer be relied upon. In addition, the opinion of EY on the Company’s internal control over financial reporting as of December 31, 2022, as well as its opinion on consolidated financial statements as of and for years ended December 31, 2022 and 2021 should no longer be relied upon. As a result of these errors in the Company’s financial statements, investors also should no longer rely upon the consolidated financial statements in the Company’s earnings releases for the Non-Reliance Periods or other communications relating to these periods.

The errors in the consolidated financial statements for each of the Non-Reliance Periods will be corrected in restated financial statements for each such period in amendments to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and Quarterly Reports on Form 10-Q for the quarters ended June 30, 2023 and March 31, 2023. The Company is diligently pursuing completion of the restatements.

At this time, the Company does not expect that the accounting errors will materially impact the statements of operations or the non-GAAP measures for the three and nine months ended September 30, 2023 provided in the press release furnished to the Securities and Exchange Commission (the “SEC”) in the Current Report on Form 8-K on November 2, 2023.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm, Ernst & Young LLP.

 

Item 7.01    Regulation

FD Disclosure

On November 13, 2023, the Company issued a press release regarding the matters disclosed in this Current Report on Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1.

 


The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended and Section 21E of the Exchange Act. Forward-looking statements generally relate to future events, including among other things statements regarding the Company’s intent to restate its prior consolidated financial statements for the Non-Reliance Periods, the estimated impact of adjustments to the financial statements for the Non-Reliance Periods, the impact of the Company’s material weakness in internal control over financial reporting and the Company’s disclosure controls and procedures on its financial statements and other public disclosures, the anticipated timing for filing the Company’s restated reports and the Form 10-Q for the third quarter of 2023 and related matters. These statements are often identified by the use of words such as “anticipate,” “believe,” “contemplate,” “designed,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “outlook,” “plan,” “predict,” “project,” “see,” “seek,” “target,” “would” and similar expressions or variations or negatives of these words, although not all forward-looking statements contain these identifying words. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management and are not predictions of actual performance. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks and changes in circumstances, including but not limited to risk and uncertainties related to: (i) our failure to promptly restate the financial statements for the Non-Reliance Periods and file the required reports with the SEC and (ii) the impact of the restatements of the financial statements for the Non-Reliance Periods on the price of our common stock, our reputation, our relationships with our investors, suppliers, customers, employees and other parties. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the heading “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2022 and any other periodic reports that the Company may file with the SEC. Subsequent events and developments, including actual results or changes in the Company’s assumptions, may cause the Company’s views to change. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law. You are cautioned not to place undue reliance on such forward-looking statements.

 

Item 9.01

Financial Statements and Exhibits

 

(d)   

Exhibit
Number

  

Description

   99.1    Press release of R1 RCM Inc. dated November 13, 2023
   104    Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 13, 2023     R1 RCM Inc.
    By:  

/s/ Jennifer Williams

   

 

  Jennifer Williams
   

 

  Chief Financial Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

R1 RCM to Restate Certain Previously Issued Financial Statements Due to Errors in Accounting for Expenses Associated with Historical Acquisitions

No Material Impact on 2023 Financial Results; Reaffirms 2023 Outlook

No Impact on Cash or Business Operations

MURRAY, Utah – November 13, 2023 – R1 RCM Inc. (NASDAQ: RCM) (“R1”), a leading provider of technology-driven solutions that transform the patient experience and financial performance of healthcare providers, today announced its decision to restate its previously issued financial statements for the years ended December 31, 2022 and 2021 and interim periods, as well as for the first two quarters of 2023.

Immediately prior to the scheduled filing of its Form 10-Q for the third quarter 2023, R1 identified errors related to the accounting for certain acquiree compensation costs (e.g., transaction bonuses and accelerated equity award vesting) incurred as a result of historical acquisitions. These expenses should have been recorded as “Other expenses” within the consolidated statements of operations and comprehensive income and instead were included in the purchase price allocations and ultimately recorded as goodwill in the consolidated balance sheets. R1 has determined that the drivers of the corrections are acquiree compensation expenses equal to approximately $7.8 million for 2022 and $8.4 million for 2021. As part of the restatement process, other less significant previously identified immaterial adjustments that were not recorded in the proper period will also be adjusted. Based on information currently available, R1 does not expect a material impact to 2022 and 2021 revenue or Adjusted EBITDA.

No Material Impact on 2023 Financial Results or Outlook; No Impact on Cash or Business Operations

The accounting errors are not expected to have a material impact on R1’s previously reported results of operations for the first three quarters of 2023, or on its 2023 outlook. R1 continues to expect to achieve its 2023 targets, including delivering revenue of $2,255 million to $2,275 million, GAAP operating income of $130 million to $140 million and Adjusted EBITDA of $600 million to $615 million. In addition, this matter has no impact on R1’s cash or business operations. It is important to note that the accounting errors did not result from any override of controls or misconduct, nor has the Audit Committee been informed of any issues related to an override of controls or misconduct.

“This technical accounting issue was proactively identified by R1’s internal team, at which time we immediately took action to identify any potential impact on past financial statements in conjunction with our auditors, Ernst & Young,” said Lee Rivas, chief executive officer of R1. “At this time there is no expected material impact on our 2023 results of operations or outlook. As we look ahead, we remain confident in our ability to deliver on our 2023 outlook and drive long-term value through our excellent provider relationships, commitment to innovation and continued customer growth.”

Additional information relating to the restatement is available in the Company’s Current Report on Form 8-K filed today.

Forward-Looking Statements

This press release contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events, including among other things statements regarding the Company’s intent to restate its prior consolidated financial statements for the applicable


non-reliance periods, the estimated impact of adjustments to the financial statements for the applicable non-reliance periods, the impact of the Company’s material weakness in internal control over financial reporting and the Company’s disclosure controls and procedures on its financial statements and other public disclosures, the anticipated timing for filing the Company’s restated reports and the Form 10-Q for the third quarter of 2023 and related matters. These statements are often identified by the use of words such as “anticipate,” “believe,” “contemplate,” “designed,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “outlook,” “plan,” “predict,” “project,” “see,” “seek,” “target,” “would” and similar expressions or variations or negatives of these words, although not all forward-looking statements contain these identifying words. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management and are not predictions of actual performance. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks and changes in circumstances, including but not limited to risk and uncertainties related to: (i) our failure to promptly restate the financial statements for the applicable non-reliance periods and file the required reports with the Securities and Exchange Commission (the “SEC”) and (ii) the impact of the restatements of the financial statements on the price of our common stock, our reputation, our relationships with our investors, suppliers, customers, employees and other parties. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the heading “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2022 and any other periodic reports that the Company may file with the SEC. Subsequent events and developments, including actual results or changes in the Company’s assumptions, may cause the Company’s views to change. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law. You are cautioned not to place undue reliance on such forward-looking statements.

Non-GAAP Financial Measures

In order to provide a more comprehensive understanding of the information used by R1’s management team in financial and operational decision making, the Company supplements its GAAP consolidated financial statements with certain non-GAAP financial measures, including adjusted EBITDA. Adjusted EBITDA is defined as GAAP net income (loss) before net interest income/expense, income tax provision/benefit, depreciation and amortization expense, share-based compensation expense, CoyCo 2, L.P. share-based compensation expense, and certain other items, including business acquisition costs, integration costs, technology transformation, strategic initiatives, the global business services center expansion project in the Philippines and facility-exit charges.

Our board of directors and management team use adjusted EBITDA as (i) one of the primary methods for planning and forecasting overall expectations and for evaluating actual results against such expectations and (ii) a performance evaluation metric in determining achievement of certain executive incentive compensation programs, as well as for incentive compensation programs for employees.

Table 1 presents a reconciliation of Adjusted EBITDA guidance to GAAP operating income guidance. Non-GAAP measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with GAAP.

About R1 RCM

R1 is a leading provider of technology-driven solutions that transform the patient experience and financial performance of healthcare providers. R1’s proven and scalable operating models seamlessly complement a healthcare organization’s infrastructure, quickly driving sustainable improvements to net patient revenue and cash flows while reducing operating costs and enhancing the patient experience. To learn more, visit: r1rcm.com.


Contact:

R1 RCM Inc.

Investor Relations:

Evan Smith, CFA

516-743-5184

investorrelations@r1rcm.com

Media Relations:

Allison+Partners

Amanda Critelli

R1PR@allisonpr.com


Table 1

R1 RCM Inc.

Reconciliation of GAAP Operating Income Guidance to Non-GAAP Adjusted EBITDA Guidance (Unaudited)

(In millions)

 

     2023E

GAAP Operating Income Guidance

   $130-140

Plus:

  

Depreciation and amortization expense

   $275-285

Share-based compensation expense

   $65-70

CoyCo 2 share-based compensation expense

   $7-8

Strategic initiatives, severance and other costs

   $115-120
  

 

Adjusted EBITDA Guidance

   $600-615
  

 

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Nov. 12, 2023
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Entity Central Index Key 0001910851
Document Type 8-K
Document Period End Date Nov. 12, 2023
Entity Incorporation State Country Code DE
Entity File Number 001-41428
Entity Tax Identification Number 87-4340782
Entity Address, Address Line One 433 W. Ascension Way
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Entity Address, City or Town Murray
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Security 12b Title Common stock, par value $0.01 per share
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