0001910851trueR1 RCM Inc. /DE00019108512023-11-022023-11-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________

FORM 8-K/A
________________________
(Amendment No. 1)
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 2, 2023
____________
R1 RCM Inc.
(Exact Name of Registrant as Specified in Charter)
 ____________
Delaware001-4142887-4340782
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
433 W. Ascension Way84123
Suite 200
Murray
Utah
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (312324-7820

(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareRCM
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. ☐        



EXPLANATORY NOTE
This Current Report on Form 8-K/A amends and updates the Current Report on Form 8-K of R1 RCM Inc. (the “Company”), originally furnished by the Company to the Securities and Exchange Commission (the “SEC”) on November 2, 2023 (the “Original 8-K”). The sole purpose of this Form 8-K/A is to correct certain of the financial information contained in Exhibit 99.1 to the Original Form 8-K as a result of the restatement of previously issued financial statements described below.

Item 2.02    Results of Operations and Financial Condition

As described in the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2023, immediately prior to the scheduled filing of the Company’s 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 (loss) 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, and as previously disclosed, the Company restated its consolidated financial statements as of and for the years ended December 31, 2022 and 2021, as well as the related consolidated interim financial statements for each of the quarters within 2022 and 2021, and has filed 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 with such restated consolidated financial statements. The Company has also filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

The Original Form 8-K included, as Exhibit 99.1, a copy of the Company’s earnings press release issued on November 2, 2023 (the “Earnings Release”), which included, in Tables 1 through 9, the Company’s consolidated financial statements and certain non-GAAP measures for the three and nine months ended September 30, 2023 and 2022. The restatements described above, along with other immaterial adjustments to prior periods made after the issuance of the Earnings Release, did not impact net income or Adjusted EBITDA for the three and nine months ended September 30, 2023 that were provided in the Earnings Release.

Accordingly, the Company is furnishing herewith as Exhibit 99.1 amended and updated Tables 1 through 7 of the Earnings Release, which supersede entirely the corresponding tables included in the Earnings Release. Tables 8 and 9 were not impacted by the restatements or revisions.

Item 7.01    Regulation FD Disclosure

The Company has posted on the Company’s website an amended and updated version of the slide presentation used during the Company’s investor conference call on November 2, 2023 reflecting the updates described above.

On December 4, 2023, the Company issued a press release disclosing the completion of the restatements described above. A copy of the press release is furnished herewith as Exhibit 99.2.

The information in this Form 8-K/A, including Exhibits 99.1 and 99.2, 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.




Item 9.01    Financial Statements and Exhibits

(d)Exhibit NumberDescription
104Cover 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.

R1 RCM INC.
Date: December 4, 2023
By:       /s/ Jennifer Williams                                           
 Name:  Jennifer Williams
 Title:    Chief Financial Officer


Exhibit 99.1

Restated Financial Information
The Company is furnishing herein amended and updated Tables 1 through 7 of the Earnings Release (with the amended information identified by a “^”), which supersede entirely the corresponding tables included in the Earnings Release. Tables 8 and 9 were not impacted by the restatements.







Table 1
R1 RCM Inc.
Consolidated Balance Sheets
(In millions)
(Unaudited)
 September 30,December 31,
 20232022
(As Restated)
Assets
Current assets:
Cash and cash equivalents$164.9 $110.1 
Accounts receivable, net of $38.1 million and $15.1 million allowance as of September 30, 2023 and December 31, 2022, respectively
248.7 ^235.2 
Accounts receivable - related party, net of $0.1 million allowance as of September 30, 2023 and December 31, 2022
23.9 25.0 
Current portion of contract assets, net89.2 83.9 
Prepaid expenses and other current assets112.7 110.3 
Total current assets639.4 ^564.5 
Property, equipment and software, net183.6 164.8 
Operating lease right-of-use assets65.4 80.5 
Non-current portion of contract assets, net37.8 32.0 
Non-current portion of deferred contract costs31.3 26.7 
Intangible assets, net1,362.4 1,514.5 
Goodwill2,629.4 ^2,640.3 ^
Deferred tax assets10.4 10.4 
Other assets80.4 88.1 ^
Total assets$5,040.1 ^$5,121.8 ^
Liabilities
Current liabilities:
Accounts payable$20.1 $33.4 
Current portion of customer liabilities44.4 ^57.5 
Current portion of customer liabilities - related party5.8 7.4 
Accrued compensation and benefits120.7 109.0 
Current portion of operating lease liabilities19.0 18.0 
Current portion of long-term debt67.0 53.9 
Accrued expenses and other current liabilities60.7 70.5 ^
Total current liabilities337.7 ^349.7 ^
Non-current portion of customer liabilities2.9 5.0 
Non-current portion of customer liabilities - related party12.2 13.7 
Non-current portion of operating lease liabilities83.1 94.4 
Long-term debt1,646.0 1,732.6 
Deferred tax liabilities190.7 ^200.8 ^
Other non-current liabilities24.1 ^23.1 
Total liabilities2,296.7 ^2,419.3 
Stockholders’ equity:
Common stock4.4 4.4 
Additional paid-in capital3,180.0 3,123.3 ^
Accumulated deficit(138.1)^(140.0)^
Accumulated other comprehensive loss(1.7)(3.4)
Treasury stock(301.2)(281.8)
Total stockholders’ equity2,743.4 ^2,702.5 ^
Total liabilities and stockholders’ equity$5,040.1 ^$5,121.8 ^



Table 2
R1 RCM Inc.
Consolidated Statements of Operations (Unaudited)
(In millions, except share and per share data)
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
(As Restated)(As Restated)
Net operating fees$368.0 $323.7 ^$1,086.8 $964.8 ^
Incentive fees30.1 20.8 84.5 80.9 
Modular and other174.7 151.0 507.8 227.4 
Net services revenue572.8 495.5 ^1,679.1 1,273.1 ^
Operating expenses:
Cost of services447.5 403.9 ^1,328.1 1,011.4 ^
Selling, general and administrative54.7 58.3 ^164.3 118.2 ^
Other expenses29.4 28.5 ^87.9 142.5 ^
Total operating expenses531.6 490.7 ^1,580.3 1,272.1 ^
Income from operations41.2 4.8 ^98.8 1.0 ^
Net interest expense32.1 23.7 95.3 35.3 
Income (loss) before income tax provision (benefit)9.1 (18.9)^3.5 (34.3)^
Income tax provision (benefit)7.8 9.8 ^1.6 (7.6)
Net income (loss)$1.3 $(28.7)^$1.9 $(26.7)^
Net income (loss) per common share:
Basic$— $(0.07)$— $(0.08)^
Diluted$— $(0.07)$— $(0.08)^
Weighted average shares used in calculating net income (loss) per common share:
Basic419,008,998 417,700,782 418,299,910 330,877,880 
Diluted456,364,024 417,700,782 454,837,597 330,877,880 












Table 3
R1 RCM Inc.
Consolidated Statements of Cash Flows (Unaudited)
(In millions)
 Nine Months Ended September 30,
 20232022
(As Restated)
Operating activities
Net income (loss)$1.9 $(26.7)^
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization205.6 107.8 
Amortization of debt issuance costs4.3 2.2 
Share-based compensation48.9 43.9 ^
CoyCo 2 share-based compensation5.4 3.0 
Loss on disposal and right-of-use asset write-downs10.3 3.9 
Provision for credit losses24.1 10.7 
Deferred income taxes(1.5)(9.1)
Non-cash lease expense8.7 10.5 
Other3.6 1.5 
Changes in operating assets and liabilities:
Accounts receivable and related party accounts receivable(36.7)^(29.2)^
Contract assets(10.0)(12.8)
Prepaid expenses and other assets(22.0)(39.2)^
Accounts payable(15.0)(23.9)
Accrued compensation and benefits12.0 (71.3)^
Lease liabilities(13.4)(11.4)
Other liabilities12.9 (3.3)^
Customer liabilities and customer liabilities - related party(17.8)^3.9 ^
Net cash provided by (used in) operating activities221.3 (39.5)
Investing activities
Purchases of property, equipment, and software(81.1)(74.6)
Acquisition of Cloudmed, net of cash acquired— (847.7)
Proceeds from disposal of assets— 0.4 
Other5.5 — 
Net cash used in investing activities(75.6)(921.9)
Financing activities
Issuance of senior secured debt, net of discount and issuance costs— 1,016.6 
Borrowings on revolver30.0 30.0 
Payment of debt issuance costs— (1.0)
Repayment of senior secured debt(37.1)(13.1)
Repayments on revolver(70.0)(30.0)
Payment of equity issuance costs— (2.0)
Exercise of vested stock options1.3 4.6 
Purchase of treasury stock— (12.5)
Shares withheld for taxes(20.0)(26.9)
Other5.3 (0.2)
Net cash (used in) provided by financing activities(90.5)965.5 
Effect of exchange rate changes in cash, cash equivalents and restricted cash(0.4)(3.1)
Net increase in cash, cash equivalents and restricted cash54.8 1.0 
Cash, cash equivalents and restricted cash, at beginning of period110.1 130.1 
Cash, cash equivalents and restricted cash, at end of period$164.9 $131.1 






Table 4
R1 RCM Inc.
Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA (Unaudited)
(In millions)
 Three Months Ended September 30,2023 vs. 2022
Change
Nine Months Ended September 30,2023 vs. 2022
Change
 20232022Amount%20232022Amount%
Net income (loss)$1.3 $(28.7)^$30.0 ^(105)%^$1.9 $(26.7)^$28.6 ^(107)%^
Net interest expense32.1 23.7 8.4 35 %95.3 35.3 60.0 170 %
Income tax provision (benefit)7.8 9.8 ^(2.0)^(20)%^1.6 (7.6)9.2 (121)%
Depreciation and amortization expense70.8 64.2 6.6 10 %205.6 107.8 97.8 91 %
Share-based compensation expense18.4 22.1 ^(3.7)^(17)%^48.9 43.9 ^5.0 ^11 %^
CoyCo 2 share-based compensation expense1.7 3.0 (1.3)(43)%5.4 3.0 2.4 80 %
Other expenses29.4 28.5 ^0.9 ^%^87.9 142.5 ^(54.6)^(38)%^
Adjusted EBITDA (non-GAAP)$161.5 $122.6 ^$38.9 ^32 %^$446.6 $298.2 ^$148.4 ^50 %^



Table 5
R1 RCM Inc.
Reconciliation of GAAP Cost of Services to Non-GAAP Cost of Services (Unaudited)
(In millions)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Cost of services$447.5 $403.9 ^$1,328.1 $1,011.4 ^
Less:
Share-based compensation expense11.9 11.3 30.7 20.7 
CoyCo 2 share-based compensation expense0.5 1.0 1.4 1.0 
Depreciation and amortization expense70.4 63.9 204.6 107.0 
Non-GAAP cost of services$364.7 $327.7 ^$1,091.4 $882.7 ^







Table 6
R1 RCM Inc.
Reconciliation of GAAP Selling, General and Administrative to Non-GAAP Selling, General and Administrative (Unaudited)
(In millions)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Selling, general and administrative$54.7 $58.3 ^$164.3 $118.2 ^
Less:
Share-based compensation expense6.5 10.8 ^18.2 23.2 ^
CoyCo 2 share-based compensation expense1.2 2.0 4.0 2.0 
Depreciation and amortization expense0.4 0.3 1.0 0.8 
Non-GAAP selling, general and administrative$46.6 $45.2 ^$141.1 $92.2 ^



Table 7
R1 RCM Inc.
Consolidated Non-GAAP Financial Information (Unaudited)
(In millions)
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Net operating fees$368.0 $323.7 ^$1,086.8 $964.8 ^
Incentive fees30.1 20.8 84.5 80.9 
Modular and other174.7 151.0 507.8 227.4 
Net services revenue 572.8 495.5 ^1,679.1 1,273.1 ^
Operating expenses:
        Cost of services (non-GAAP)364.7 327.7 ^1,091.4 882.7 ^
        Selling, general and administrative (non-GAAP)46.6 45.2 ^141.1 92.2 ^
Sub-total411.3 372.9 ^1,232.5 974.9 ^
Adjusted EBITDA $161.5 $122.6 ^$446.6 $298.2 ^













Exhibit 99.2

R1 Completes Restatement of Previously Issued Financial Statements

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

MURRAY, Utah - December 4, 2023 – R1 RCM Inc. (NASDAQ: RCM) (“R1”) (“Company”), a leading provider of technology-driven solutions that transform the patient experience and financial performance of healthcare providers, today announced that it has completed the restatement of its previously issued financial statements for the years ended December 31, 2022 and 2021 and interim periods for each of the quarters within 2022 and 2021, as well as for the first two quarters of 2023, and filed its Form 10-Q for the third quarter of 2023.

Consistent with the Company’s expectations, the adjustments in the restated financial statements had:
No material impact on 2022 and 2021 revenue or Adjusted EBITDA;
No material impact on R1’s previously reported results of operations for the first three quarters of 2023; and
No impact on R1’s cash, business operations or 2023 outlook.

“We are pleased to have resolved this technical accounting issue identified by R1,” said Lee Rivas, chief executive officer of R1. “Our entire team remains focused on driving sustainable value over the long term, maintaining our position as the preferred partner for providers and increasing demand for our solutions.”

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 2023 outlook and long-term priorities. 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) the impact of the restatements of the financial statements, and the non-compliance notice from Nasdaq relating to the Company’s late Form 10-Q, on the price of our common stock, our reputation, our relationships with our investors, suppliers, customers, employees and other parties and (ii) the Company’s ability to remediate the material weakness in its internal control over financial reporting. 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 Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2022 and any other periodic reports that the Company may file with the Securities and Exchange Commission. 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.

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


v3.23.3
Document and Entity Information Document
Nov. 02, 2023
Cover [Abstract]  
Document Type 8-K/A
Document Period End Date Nov. 02, 2023
Entity Registrant Name R1 RCM Inc. /DE
Entity Incorporation, State or Country Code DE
Entity File Number 001-41428
Entity Tax Identification Number 87-4340782
Entity Address, Address Line One 433 W. Ascension Way
Entity Address, Address Line Two Suite 200
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol RCM
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001910851
Amendment Flag true
Amendment Description This Current Report on Form 8-K/A amends and updates the Current Report on Form 8-K of R1 RCM Inc. (the “Company”), originally furnished by the Company to the Securities and Exchange Commission (the “SEC”) on November 2, 2023 (the “Original 8-K”). The sole purpose of this Form 8-K/A is to correct certain of the financial information contained in Exhibit 99.1 to the Original Form 8-K as a result of the restatement of previously issued financial statements described below.

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