Unless the context indicates otherwise, references in this Quarterly Report on Form 10-Q to "R1," "the Company," "we," "our," and "us" mean R1 RCM Inc., and its subsidiaries. The following discussion and analysis is an integral part of understanding our financial results and is provided as an addition to, and should be read in connection with, our consolidated financial statements and the accompanying notes.


This Quarterly Report on Form 10-Q contains "forward-looking statements" within
the meaning of the federal securities laws, that involve substantial risks and
uncertainties. These statements are often identified by the use of words such as
"anticipate," "believe," "estimate," "expect," "intend," "designed," "may,"
"plan," "predict," "project," "would," and similar expressions or variations.
These forward-looking statements include, among other things, statements about
the potential impacts of the COVID-19 pandemic, our strategic initiatives, our
capital plans, our costs, our ability to successfully deliver on our commitments
to our customers, our ability to deploy new business as planned, our ability to
successfully implement new technologies, our future financial performance, and
our liquidity. Such forward-looking statements are subject to risks,
uncertainties, and other factors that could cause actual results and the timing
of certain events to differ materially from future results expressed or implied
by such forward-looking statements. Factors that could cause or contribute to
such differences include, but are not limited to, our ability to retain existing
customers or acquire new customers; our ability to manage our operations
effectively; competition within the market; the severity, magnitude, and
duration of the COVID-19 pandemic; responses to the pandemic by the government
and healthcare providers and the direct and indirect impacts of the pandemic on
our customers and personnel; the disruption of national, state, and local
economies as a result of the pandemic (including as a result of supply chain
interruptions, labor shortages, and inflationary pressures); the impact of the
pandemic on our financial results, including possible lost revenue and increased
expenses; as well as those discussed elsewhere in this Report, and those set
forth in Part I, Item 1A of the 2020 Form 10-K and our other filings with the
SEC. The forward-looking statements in this Quarterly Report on Form 10-Q
represent our views as of the date of this Quarterly Report on Form 10-Q.
Subsequent events and developments may cause our views to change. While we may
elect to update these forward-looking statements at some point in the future, we
have no current intention of doing so except to the extent required by
applicable law. You should, therefore, not rely on these forward-looking
statements as representing our views as of any date subsequent to the date of
this Quarterly Report on Form 10-Q.
Overview
Our Business
We are a leading provider of technology-driven solutions that transform the
patient experience and financial performance of healthcare providers. Our
services help healthcare providers generate sustainable improvements in their
operating margins and cash flows while also enhancing patient, physician, and
staff satisfaction for our customers.
We achieve these results for our customers by managing healthcare providers'
revenue cycle operations, which encompass processes including patient
registration, insurance and benefit verification, medical treatment
documentation and coding, bill preparation, and collections from patients and
payers. We do so by deploying a unique operating model that leverages our
extensive healthcare site experience, innovative technology, and process
excellence. We assist our revenue cycle management ("RCM") customers in managing
their revenue cycle operating costs while simultaneously increasing the portion
of the maximum potential services revenue they receive. Together, these benefits
can generate significant and sustainable improvements in operating margins and
cash flows for our customers.
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Our primary service offering consists of end-to-end RCM services for health systems, hospitals, and physician groups, which we deploy through an operating partner relationship or a co-managed relationship. Under an operating partner relationship, we provide comprehensive revenue cycle infrastructure to providers, including all revenue cycle personnel, technology solutions, and process workflow. Under a co-managed relationship, we leverage our customers' existing RCM staff and processes, and supplement them with our infused management, subject matter specialists, proprietary technology solutions, and other resources. Under the operating partner model, we record higher revenue and expenses due to the fact that almost all of the revenue cycle personnel are our employees and more third-party vendor contracts are controlled by us. Under the co-managed model, the majority of the revenue cycle personnel and more third-party vendor contracts remain with the customer and those costs are netted against our co-managed revenue. For the nine months ended September 30, 2021 and 2020, substantially all of our net operating and incentive fees from end-to-end RCM services were generated under the operating partner model.

We also offer modular services, allowing customers to engage us for only specific components of our end-to-end RCM service offering, such as physician advisory services ("PAS"), practice management ("PM"), revenue integrity solutions ("RIS"), patient experience ("PX"), coding management, and business office services. Our PAS offering assists healthcare organizations in complying with payer requirements regarding whether to classify a hospital visit as an in-patient or an out-patient observation case for billing purposes. Our PM services offer administrative and operational support to allow healthcare providers to focus on delivering high quality patient care and outsource non-core functions to us. Our RIS offering includes charge capture, charge description master ("CDM") maintenance, and pricing services that help providers ensure they are capturing the maximum net compliant revenue for services delivered. Our PX offering helps patients manage their data in one easy-to-use environment, enabling eligibility validation and insurance plan attribution, demographic accuracy, meeting authorization and referral requirements, medical necessity validation, and patient out-of-pocket cost estimation. Our coding management offering drives performance, quality, and consistent results via business intelligence and analysis, human capital management, an accountability framework, and a quality management program. Our business office services can help providers with the entire billing function or to specifically recoup revenue that may otherwise be lost by focusing skilled resources in lower priority areas with significant revenue potential.

Once implemented, our technology solutions, processes, and services are deeply embedded in our customers' day-to-day revenue cycle operations. We believe our service offerings are adaptable to meet an evolving healthcare regulatory environment, technology standards, and market trends. We operate our business as a single segment configured with our significant operations and offerings organized around the business of providing revenue cycle operations for healthcare providers. VisitPay Acquisition

On July 1, 2021, we completed the acquisition of iVinci Partners, LLC d/b/a VisitPay ("VisitPay") pursuant to an Agreement and Plan of Merger dated as of May 3, 2021 (the "VisitPay Acquisition"). The purchase price was $305.4 million. We funded the VisitPay Acquisition and related fees and expenses with the proceeds from additional borrowings and cash on hand. VisitPay is a provider of digital payment solutions. VisitPay's proprietary analytics are designed to deliver consistent and compliant financing options that meet the unique needs of each patient and their family. VisitPay's payment platform is purpose-built for healthcare with proven integrations across all major acute and ambulatory billing systems. The combination of R1 and VisitPay will enable us to increase price transparency, provide flexible and personalized payment options, and enhance big data analytics.


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Coronavirus Pandemic

On January 31, 2020, the Secretary of Health and Human Services ("HHS") announced a determination that a Public Health Emergency existed in the U.S. as a result of the 2019 Novel Coronavirus (hereafter, "COVID-19"). Since that time, HHS has repeatedly renewed its determination of the Public Health Emergency, most recently as of July 19, 2021. Further, in March 2020, the World Health Organization characterized COVID-19 as a pandemic and that characterization remains in place. In turn, and based on continuously updated international, federal, state, and local guidelines, certain restrictions on businesses and travel remain in place, varying by locality, and cannot be reasonably predicted.

Given the ongoing challenges associated with efforts to contain the spread of COVID-19 and related business impact for our customers, we initiated a number of actions in 2020 that have continued throughout 2021 to ensure (1) the health, safety, and well-being of our workforce; (2) uninterrupted and, in many respects, expanded support for our customers and the patients and communities they serve; and (3) business and operational continuity. Among our specific actions to support our workforce, we have maintained our work-from-home model for more than 15,000 global employees, offered zero out-of-pocket cost for COVID-19 testing and telemedicine visits, offered mental wellness programming, and continued the R1 Cares vaccination support program for our India workforce. In addition, we have continued to deliver customer support that includes: deploying our PX mobile patient registration technology which reduces risk of patient and R1 staff exposure and preserves the use of critical personal protective equipment for clinical staff; reporting to allow for detailed COVID-19 order tracking, scheduling, and follow-up; in-depth regulatory resource guidance and content to aid our customers in navigating a rapidly developing and changing series of healthcare regulations during the public health emergency; and providing operational best practices for implementation and revenue cycle management of telehealth services. With oversight and support from our COVID-19 taskforce, we have actively managed and coordinated with many of our customer partners through the Delta variant at a local, national, and global level. As we continue to track COVID-19 risks, including ongoing monitoring and assessment of current state, we may adjust the above efforts as needed based on our continual assessment.

Patient volumes have continued to recover over the last 12 months and are largely in line with pre-COVID levels. Given the continued uncertainty of the pandemic, we cannot reasonably predict when volumes will return to their pre-COVID levels. The impact of the COVID-19 pandemic is fluid and continues to evolve. We cannot predict the extent to which our business, results of operations, financial condition or liquidity will ultimately be impacted, including as a result of macro-economic impacts to the global supply chain, labor shortages, and inflationary pressures. However, we continue to assess its impact on our business and continue to actively manage our response. For further details on the potential impact of COVID-19 on our business, refer to "Risk Factors," in Part II, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

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