0001638833-23-000082 | 10-Q | XBRL Viewer

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Organization and Summary of Accounting Policies - Income Taxes (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Effective tax rate (percent)	(19.00%)	8.80%
Tax benefits related to vesting of restricted stock awards	$ 1.8	$ 4.6
Tax benefits related to the sale of partnership interests	$ 15.9	1.0
Tax benefits attributable to non-recurring earnings' impact on the valuation allowance		$ 1.8

Earnings Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

Basic and diluted earnings per share are calculated based on the weighted-average number of shares outstanding in each period and dilutive stock options, unvested shares and warrants, to the extent such securities exist and have a dilutive effect on earnings per share. A reconciliation of the numerator and denominator of basic and diluted earnings per share follows (dollars in millions, except per share amounts; shares in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Numerator:
Net income (loss) attributable to Surgery Partners, Inc.	$	18.9	$	(18.4)	$	(6.0)	$	(6.2)

Denominator:
Weighted average shares outstanding- basic	125,718		88,900		125,463		88,450
Weighted average shares outstanding- diluted (1)	127,370		88,900		125,463		88,450

Income (loss) per share:
Basic	$	0.15	$	(0.21)	$	(0.05)	$	(0.07)
Diluted (1)	$	0.15	$	(0.21)	$	(0.05)	$	(0.07)

Dilutive securities outstanding not included in the computation of income (loss) per share as their effect is antidilutive:
Stock options	—		1,559		1,407		1,599
Restricted shares	—		628		147		644

(1)The impact of potentially dilutive securities for the three months ended June 30, 2022 and the six months ended June 30, 2023 and 2022, was not considered because the effect would be anti-dilutive.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive (Loss) Income	Retained Deficit	Non-Controlling Interests— Non-Redeemable
Balance at beginning of period (shares) at Dec. 31, 2021		89,333,000
Balance at beginning of period at Dec. 31, 2021	$ 1,969.6	$ 0.9	$ 1,622.3	$ (31.5)	$ (502.7)	$ 880.6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	32.2				12.2	20.0
Equity-based compensation (shares)		572,000
Equity-based compensation	7.7		7.7
Other Comprehensive income (loss)	56.8			56.8
Acquisition and disposal of shares of non-controlling interests, net	(29.1)		(4.8)			(24.3)
Distributions to non-controlling interests—non-redeemable holders	(24.6)					(24.6)
Balance at end of period (shares) at Mar. 31, 2022		89,905,000
Balance at end of period at Mar. 31, 2022	2,012.6	$ 0.9	1,625.2	25.3	(490.5)	851.7
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	4.3				(18.4)	22.7
Equity-based compensation (shares)		30,000
Equity-based compensation	4.4		4.4
Other Comprehensive income (loss)	19.0			19.0
Acquisition and disposal of shares of non-controlling interests, net	27.9		(10.8)			38.7
Distributions to non-controlling interests—non-redeemable holders	(27.7)					(27.7)
Balance at end of period (shares) at Jun. 30, 2022		89,935,000
Balance at end of period at Jun. 30, 2022	$ 2,040.5	$ 0.9	1,618.8	44.3	(508.9)	885.4
Balance at beginning of period (shares) at Dec. 31, 2022	125,960,834	125,961,000
Balance at beginning of period at Dec. 31, 2022	$ 2,940.9	$ 1.3	2,478.0	76.2	(557.3)	942.7
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(6.7)				(25.0)	18.3
Equity-based compensation (shares)		519,000
Equity-based compensation	3.7		3.7
Other Comprehensive income (loss)	(11.3)			(11.3)
Acquisition and disposal of shares of non-controlling interests, net	46.1		(3.6)			49.7
Distributions to non-controlling interests—non-redeemable holders	(30.2)					(30.2)
Balance at end of period (shares) at Mar. 31, 2023		126,480,000
Balance at end of period at Mar. 31, 2023	2,942.5	$ 1.3	2,478.1	64.9	(582.3)	980.5
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	46.6				19.0	27.6
Equity-based compensation (shares)		13,000
Equity-based compensation	4.5		4.5
Other Comprehensive income (loss)	13.9			13.9
Acquisition and disposal of shares of non-controlling interests, net	(0.9)		18.8			(19.7)
Distributions to non-controlling interests—non-redeemable holders	$ (23.8)					(23.8)
Balance at end of period (shares) at Jun. 30, 2023	126,492,822	126,493,000
Balance at end of period at Jun. 30, 2023	$ 2,982.8	$ 1.3	$ 2,501.4	$ 78.8	$ (563.3)	$ 964.6

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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+ Details

- Definition

Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.

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+ Details

Leases - Lease Expense and Cash Flow Information (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Operating lease costs	$ 33.2	$ 32.7
Finance lease costs:
Amortization of leased assets	18.3	18.9
Interest on lease liabilities	23.8	19.7
Total finance lease costs	42.1	38.6
Variable and short-term lease costs	10.4	8.5
Total lease costs	85.7	79.8
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	32.2	31.7
Operating cash outflows from finance leases	22.6	19.6
Financing cash outflows from finance leases	12.6	12.1
Right-of-use assets obtained in exchange for operating lease obligations	15.1	31.1
Right-of-use assets obtained in exchange for finance lease obligations	$ 23.6	$ 91.9

Organization and Summary of Accounting Policies - Schedule of Rollforward of Goodwill (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning of period	$ 4,137.1
Acquisitions, including post acquisition adjustments	134.6
Disposals	(35.8)
Goodwill, end of period	$ 4,235.9

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Acquisitions and Disposals - Acquisitions (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($) facility	Jun. 30, 2022 USD ($) facility	Dec. 31, 2022 USD ($)
Business Acquisition [Line Items]
Payments for acquisitions, net of cash acquired	$ 43.5	$ 74.9
Goodwill	$ 4,235.9		$ 4,137.1
Equity Method Investments
Business Acquisition [Line Items]
Number of non-controlling interests in surgical facilities acquired \| facility	4	5
Number of non-controlling interests in in-development de novo surgical facilities acquired \| facility	2	4
Surgical Facility and Physician Practice
Business Acquisition [Line Items]
Payments for acquisitions, net of cash acquired	$ 17.9
Noncash consideration	1.3
Recognized non-controlling interests	12.0
Goodwill	27.4
Surgical Facilities
Business Acquisition [Line Items]
Payments for acquisitions, net of cash acquired	26.9	$ 74.9
Noncash consideration		2.6
Recognized non-controlling interests	55.2	41.5
Goodwill	$ 106.3	$ 114.4
Number of facilities acquired \| facility	2	4
Non-controlling interest, fair value	$ 27.3
Net (loss) gain on fair value of non-controlling interest	7.1
Surgical Facilities, Existing Markets
Business Acquisition [Line Items]
Number of facilities acquired \| facility		2
Surgical Facilities and In-Development De Novo Surgical Facilities
Business Acquisition [Line Items]
Payments for acquisitions, net of cash acquired	48.4	$ 65.8
Surgical Facilities and In-Development De Novo Surgical Facilities \| Management rights agreement
Business Acquisition [Line Items]
Intangible assets acquired	$ 20.0

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Professional, General, Workers' Compensation and Cyber Liability Risks The Company is subject to claims and legal actions in the ordinary course of business, including claims relating to patient treatment, employment practices and personal injuries. The Company maintains professional, general, workers' compensation and cyber liability insurance in excess of self-insured retentions through third party commercial insurance carriers. Although management believes the coverage is sufficient for the Company's operations, some claims may potentially exceed the scope of coverage in effect. Plaintiffs in these matters may request punitive or other damages that may not be covered by insurance. The Company is not aware of any such proceedings that are reasonably possible to have a material adverse effect on the Company's business, financial position, results of operations or liquidity. Total professional, general and workers' compensation claim liabilities as of June 30, 2023 and December 31, 2022 were $22.5 million and $20.8 million, respectively. Expected insurance recoveries of $12.7 million as of both June 30, 2023 and December 31, 2022 are included as a component of other current assets and other long-term assets in the condensed consolidated balance sheets. In May 2023, we experienced a cybersecurity incident that temporarily disrupted certain facilities in our Idaho market. We estimate that this incident had an adverse pre-tax impact of approximately $5 million during the three months ended June 30, 2023. This estimate includes lost revenue from the associated business interruption and other related expenses. We have filed a claim with the insurance carrier related to this incident. No insurance recoveries were recognized during the three months ended June 30, 2023. Stockholder Litigation On December 4, 2017, a purported Company stockholder filed an action in the Delaware Court of Chancery (the "Delaware Action"). That action is captioned Witmer v. H.I.G. Capital, L.L.C., et al., C.A. No. 2017-0862. The plaintiff in the Delaware Action asserted claims against (i) certain current and former members of the Company’s Board of Directors (together, the "Directors"); (ii) H.I.G. Capital, LLC and certain of its affiliates (collectively, "H.I.G."); and (iii) Bain Capital Private Equity, L.P. and certain of its affiliates (collectively, "Bain Capital" and, together with the Directors and H.I.G., the "Defendants"). The parties to the Delaware Action negotiated a final stipulation of settlement (the “Settlement Stipulation”), which governs the terms of the settlement of the Delaware Action, and which they filed with the Court of Chancery on November 22, 2021. On February 11, 2022, the Court of Chancery approved the settlement of the Delaware Action as memorialized in the Settlement Stipulation. That decision became final and non-appealable on March 14, 2022. The case is now closed. Pursuant to the settlement, the Company received $32.8 million in March 2022, which was included in litigation settlement in the condensed consolidated statements of operations for the six months ended June 30, 2022.

Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Summary of Long-term Debt

A summary of long-term debt follows (in millions):


	June 30, 2023		December 31, 2022

Senior secured term loan (1)	$	1,370.2	$	1,370.0
6.750% senior unsecured notes due 2025	185.0		185.0
10.000% senior unsecured notes due 2027	320.0		320.0
Notes payable and other secured loans	178.5		171.3
Finance lease obligations	524.9		585.7
Less: unamortized debt issuance costs and discounts	(9.1)		(10.2)
Total debt	2,569.5		2,621.8
Less: Current maturities	64.7		62.8
Total long-term debt	$	2,504.8	$	2,559.0

(1)Includes unamortized fair value discount of $1.9 million and $2.1 million as of June 30, 2023 and December 31, 2022, respectively.

Long-Term Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt

A summary of long-term debt follows (in millions):


	June 30, 2023		December 31, 2022

Senior secured term loan (1)	$	1,370.2	$	1,370.0
6.750% senior unsecured notes due 2025	185.0		185.0
10.000% senior unsecured notes due 2027	320.0		320.0
Notes payable and other secured loans	178.5		171.3
Finance lease obligations	524.9		585.7
Less: unamortized debt issuance costs and discounts	(9.1)		(10.2)
Total debt	2,569.5		2,621.8
Less: Current maturities	64.7		62.8
Total long-term debt	$	2,504.8	$	2,559.0

(1)Includes unamortized fair value discount of $1.9 million and $2.1 million as of June 30, 2023 and December 31, 2022, respectively.

On January 13, 2023, the Company entered into an amendment to its credit agreement, dated as of August 31, 2017 (the "Credit Agreement"), to provide a $203.8 million increase in the outstanding commitments under its revolving credit facility (the "Revolver").

As of June 30, 2023, the Company's availability on its Revolver was $545.9 million (including outstanding letters of credit of $7.9 million). There were no outstanding borrowings under the Revolver as of both June 30, 2023 and December 31, 2022.

On June 8, 2023, the Company entered into an amendment to the Credit Agreement to transition the interest benchmark from LIBOR to the Secured Overnight Financing Rate ("SOFR") effective July 1, 2023.

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
Commitments and Contingencies (Details) - USD ($)	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Unusual or Infrequent Item, or Both [Line Items]
Professional, general and workers' compensation insurance reserve		$ 22,500,000		$ 22,500,000		$ 20,800,000
Expected insurance recoveries		12,700,000		12,700,000		$ 12,700,000
Litigation settlement	$ 32,800,000	(1,500,000)	$ 0	$ (4,500,000)	$ 32,800,000
Business Interruption and Related Expenses
Unusual or Infrequent Item, or Both [Line Items]
Business interruption and other expenses loss		5,000,000
Insurance recoveries		$ 0

Derivatives and Hedging Activities - Pre-tax Effect of Derivatives on AOCI and Statement of Operations (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Amortization of accumulated OCI related	$ 5.3	$ 5.3	$ 10.7	$ 10.6
OCI, Cash Flow Hedge, Reclassification for Discontinuance, Statement of Income or Comprehensive Income [Extensible Enumeration]			Interest expense, net
Derivatives not designated as hedging instruments
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Loss recognized in income	0.0	0.0	$ 0.6	0.1
Derivatives in cash flow hedging relationships
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Gain recognized in OCI (effective portion)	21.9	12.7	16.7	63.1
Loss (gain) reclassified from accumulated OCI into income (effective portion)	$ (8.0)	$ 6.3	$ (14.1)	$ 12.7

Acquisitions and Disposals	6 Months Ended
Acquisitions and Disposals	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Acquisitions and Disposals	Acquisitions and Disposals Acquisitions During the six months ended June 30, 2023: •The Company acquired a controlling interest in a surgical facility and a physician practice for aggregate cash consideration of $17.9 million, net of cash acquired, and non-cash consideration of $1.3 million, which consisted of a non-controlling interest in one of the Company's existing surgical facilities. In connection with these acquisitions, the Company preliminarily recognized non-controlling interests of $12.0 million and goodwill of $27.4 million. •The Company acquired a controlling interest in two surgical facilities and an in-development de novo surgical facility, which were previously accounted for as equity method investments, for aggregate cash consideration of $26.9 million, net of cash acquired. The Company also amended the operating agreement of a previously non-controlled surgical facility resulting in the Company obtaining a controlling interest in the facility. These transactions resulted in the consolidation of the previously non-consolidated entities. The previously held non-controlling interests were remeasured and recorded at fair value as of the dates of the transactions. The fair value measurement utilizes Level 3 inputs, which includes unobservable data. The acquisition date fair value of the previously held non-controlling interests was $27.3 million. As a result of increasing its ownership interest, the Company recognized a net loss of $7.1 million included in net (gain) loss on disposals, consolidations and deconsolidations in the condensed consolidated statements of operations for the six months ended June 30, 2023. The net loss was determined based on the difference between the fair value of the Company's previously held non-controlling interests in the entities and the carrying values immediately prior to the transactions. In connection with the consolidation of these facilities, the Company preliminarily recognized non-controlling interests of $55.2 million and goodwill of $106.3 million. •The Company acquired non-controlling interests in four surgical facilities and two in-development de novo surgical facilities for aggregate cash consideration of $48.4 million. The non-controlling interests were accounted for as equity method investments and recorded as a component of investments in and advances to affiliates in the accompanying condensed consolidated balance sheets. The Company also paid cash consideration of $20.0 million to acquire management rights from the prior management service provider related to three of the aforementioned surgical facilities. Management rights agreements are accounted for and recorded as a component of intangible assets, net in the accompanying condensed consolidated balance sheets. The cash paid to acquire the management rights is presented as a component of other investing activities on the condensed consolidated statements of cash flows. During the six months ended June 30, 2022: •The Company acquired a controlling interest in four surgical facilities, two of which were merged into existing surgical facilities, for aggregate cash consideration of $74.9 million, net of cash acquired, and non-cash consideration of $2.6 million, which consisted of a non-controlling interest in one of the Company's existing surgical facilities. In connection with the acquisitions the Company preliminarily recognized non-controlling interests of $41.5 million and goodwill of $114.4 million. •The Company acquired non-controlling interests in five surgical facilities and four in-development de novo surgical facilities for aggregate cash consideration of $65.8 million. The non-controlling interests were accounted for as equity method investments and recorded as a component of investments in and advances to affiliates in the accompanying condensed consolidated balance sheets. Disposals During the six months ended June 30, 2023: •The Company sold its interests in four surgical facilities for aggregate net cash proceeds of $30.4 million, a portion of which was held in escrow pursuant to the purchase agreements for such transactions. In connection with these transactions, the Company recognized a pre-tax gain of $26.7 million included in net (gain) loss on disposals, consolidations and deconsolidations in the condensed consolidated statements of operations for the six months ended June 30, 2023. •The Company disposed of its non-controlling interests in a surgical facility and in-development de novo surgical facility, which were previously accounted for as equity method investments, for cash proceeds of $1.5 million. In connection with these transactions, the Company recognized a pre-tax loss of $13.7 million included in net (gain) loss on disposals, consolidations and deconsolidations in the condensed consolidated statements of operations for the six months ended June 30, 2023. During the six months ended June 30, 2022: •The Company sold its interests in a surgical facility, which was previously accounted for as an equity method investment, for net cash proceeds of $11.5 million, and recognized a pre-tax loss of $0.4 million included in net (gain) loss on disposals and consolidations in the condensed consolidated statements of operations for the six months ended June 30, 2022. •The Company contributed its interests in two surgical facilities as non-cash consideration for non-controlling interests in two new separate entities. As a result of these transactions, the Company lost control of the previously controlled surgical facilities but retains a non-controlling interest in each, resulting in the deconsolidation of the previously consolidated entities. The remaining non-controlling interests were accounted for as equity method investments, and initially measured and recorded at fair value as of the dates of the transactions. The fair value measurement utilizes Level 3 inputs, which includes unobservable data, to measure the fair value of the retained non-controlling interests. The fair value determination was based on a combination of multiple valuation methods, which included discounted cash flow and market value approach, which incorporates estimates of future earnings and market valuation multiples for certain guideline companies. The fair value of the investments of $9.8 million was recorded as a component of investments in and advances to affiliates in the accompanying condensed consolidated balance sheets. Further, based on the valuation, the transactions resulted in a pretax net loss on deconsolidations of $5.6 million, which is included in net (gain) loss on disposals, consolidations and deconsolidations in the accompanying condensed consolidated statement of operations for the six months ended June 30, 2022. The net loss was determined based on the difference between the fair value of the Company’s retained interests in the entities and the carrying values of both the tangible and intangible assets of the entities immediately prior to the transactions.

Organization and Summary of Accounting Policies - Schedule of Revenues by Service Type (Details) - Revenue Source - Revenue	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue from External Customer [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	100.00%	100.00%	100.00%	100.00%
Patent service revenues
Revenue from External Customer [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	98.60%	98.70%	98.50%	98.60%
Surgical Facility Services
Revenue from External Customer [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	96.00%	95.90%	96.00%	95.80%
Ancillary Services
Revenue from External Customer [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	2.60%	2.80%	2.50%	2.80%
Other service revenues
Revenue from External Customer [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	1.40%	1.30%	1.50%	1.40%

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income	$ 58.9	$ 58.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	58.1	55.4
Non-cash lease expense	17.9	17.1
Non-cash interest expense, net	13.1	12.4
Equity-based compensation expense	8.8	8.0
Net loss on disposals, consolidations and deconsolidations	1.7	1.0
Deferred income taxes	(11.5)	4.9
Equity in earnings of unconsolidated affiliates, net of distributions received	(0.8)	(0.4)
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable	(5.1)	5.4
Medicare accelerated payments and deferred governmental grants	(1.2)	(40.2)
Other operating assets and liabilities	(13.3)	0.2
Net cash provided by operating activities	126.6	121.9
Cash flows from investing activities:
Purchases of property and equipment	(50.1)	(40.6)
Payments for acquisitions, net of cash acquired	(43.5)	(74.9)
Proceeds from disposals of facilities and other assets	26.1	0.0
Purchases of equity investments	(48.4)	(65.8)
Proceeds from sales of equity investments	0.0	11.5
Other investing activities	(26.0)	(11.6)
Net cash used in investing activities	(141.9)	(181.4)
Cash flows from financing activities:
Principal payments on long-term debt	(31.5)	(33.3)
Borrowings of long-term debt	26.5	12.4
Payments of debt issuance costs	(1.4)	0.0
Distributions to non-controlling interest holders	(76.9)	(75.2)
Receipts (payments) related to ownership transactions with non-controlling interest holders	0.6	(4.0)
Other financing activities	(7.5)	(2.9)
Net cash used in financing activities	(90.2)	(103.0)
Net decrease in cash and cash equivalents	(105.5)	(162.5)
Cash and cash equivalents at beginning of period	282.9	389.9
Cash and cash equivalents at end of period	$ 177.4	$ 227.4

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Derivative activity, tax	$ 0.0	$ 0.0	$ 0.0	$ 0.0

Segment Reporting - Assets and Cash Purchases of Property and Equipment by Operating Segment (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Total assets	$ 6,620.6		$ 6,682.1
Total cash purchases of property and equipment	50.1	$ 40.6
Operating Segments \| Surgical Facility Services
Segment Reporting Information [Line Items]
Total assets	6,031.2		6,001.1
Total cash purchases of property and equipment	49.5	36.9
Operating Segments \| Ancillary Services
Segment Reporting Information [Line Items]
Total assets	39.6		41.7
Total cash purchases of property and equipment	0.6	0.5
All other
Segment Reporting Information [Line Items]
Total assets	549.8		$ 639.3
Total cash purchases of property and equipment	$ 0.0	$ 3.2

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

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+ Details

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net income (loss) attributable to Surgery Partners, Inc.	$ 18.9	$ (18.4)	$ (6.0)	$ (6.2)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Long-Term Debt - Narrative (Details) - Secured Debt - USD ($)	Jan. 13, 2023	Jun. 30, 2023	Dec. 31, 2022
Revolving Credit Facility
Debt Instrument [Line Items]
Availability on line of credit instrument		$ 545,900,000
Revolving Credit Facility \| The Revolver
Debt Instrument [Line Items]
Line of credit facility, increase in borrowing capacity	$ 203,800,000
Amount of line of credit outstanding		0	$ 0
Letter of Credit
Debt Instrument [Line Items]
Availability on line of credit instrument		$ 7,900,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Schedule of Components of Right-of-use Assets and Liabilities Related to Leases

The following table presents the components of the Company's right-of-use assets and liabilities related to leases and their classification in the consolidated balance sheets (in millions):


	Classification in Consolidated Balance Sheets	June 30, 2023		December 31, 2022

Assets:
Operating lease assets	Right-of-use operating lease assets	$	267.2	$	279.1
Finance lease assets	Property and equipment, net of accumulated depreciation	461.6		529.6
Total leased assets		$	728.8	$	808.7

Liabilities:
Operating lease liabilities:
Current	Other current liabilities	$	37.2	$	36.5
Long-term	Right-of-use operating lease liabilities	264.1		271.4
Total operating lease liabilities		301.3		307.9
Finance lease liabilities:
Current	Current maturities of long-term debt	20.9		20.9
Long-term	Long-term debt, less current maturities	504.0		564.8
Total finance lease liabilities		524.9		585.7
Total lease liabilities		$	826.2	$	893.6

Schedule of Lease Expense and Cash Flow Information

The following table presents the components of the Company's lease expense included in the condensed consolidated statement of operations (in millions):


	Six Months Ended June 30,
	2023		2022
Operating lease costs	$	33.2	$	32.7
Finance lease costs:
Amortization of leased assets	18.3		18.9
Interest on lease liabilities	23.8		19.7
Total finance lease costs	42.1		38.6
Variable and short-term lease costs	10.4		8.5
Total lease costs	$	85.7	$	79.8

The following table presents supplemental cash flow information (dollars in millions):


	Six Months Ended June 30,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	32.2	$	31.7
Operating cash outflows from finance leases	$	22.6	$	19.6
Financing cash outflows from finance leases	$	12.6	$	12.1

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	15.1	$	31.1
Finance leases	$	23.6	$	91.9

Leases

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Leases

The Company's operating leases are primarily for real estate, including medical office buildings, and corporate and other administrative offices. The Company's finance leases are primarily for medical equipment and information technology and telecommunications assets.

The following table presents the components of the Company's right-of-use assets and liabilities related to leases and their classification in the consolidated balance sheets (in millions):


	Classification in Consolidated Balance Sheets	June 30, 2023		December 31, 2022

Assets:
Operating lease assets	Right-of-use operating lease assets	$	267.2	$	279.1
Finance lease assets	Property and equipment, net of accumulated depreciation	461.6		529.6
Total leased assets		$	728.8	$	808.7

Liabilities:
Operating lease liabilities:
Current	Other current liabilities	$	37.2	$	36.5
Long-term	Right-of-use operating lease liabilities	264.1		271.4
Total operating lease liabilities		301.3		307.9
Finance lease liabilities:
Current	Current maturities of long-term debt	20.9		20.9
Long-term	Long-term debt, less current maturities	504.0		564.8
Total finance lease liabilities		524.9		585.7
Total lease liabilities		$	826.2	$	893.6

The following table presents the components of the Company's lease expense included in the condensed consolidated statement of operations (in millions):


	Six Months Ended June 30,
	2023		2022
Operating lease costs	$	33.2	$	32.7
Finance lease costs:
Amortization of leased assets	18.3		18.9
Interest on lease liabilities	23.8		19.7
Total finance lease costs	42.1		38.6
Variable and short-term lease costs	10.4		8.5
Total lease costs	$	85.7	$	79.8

The following table presents supplemental cash flow information (dollars in millions):


	Six Months Ended June 30,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	32.2	$	31.7
Operating cash outflows from finance leases	$	22.6	$	19.6
Financing cash outflows from finance leases	$	12.6	$	12.1

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	15.1	$	31.1
Finance leases	$	23.6	$	91.9

Leases

The following table presents the components of the Company's right-of-use assets and liabilities related to leases and their classification in the consolidated balance sheets (in millions):


	Classification in Consolidated Balance Sheets	June 30, 2023		December 31, 2022

Assets:
Operating lease assets	Right-of-use operating lease assets	$	267.2	$	279.1
Finance lease assets	Property and equipment, net of accumulated depreciation	461.6		529.6
Total leased assets		$	728.8	$	808.7

Liabilities:
Operating lease liabilities:
Current	Other current liabilities	$	37.2	$	36.5
Long-term	Right-of-use operating lease liabilities	264.1		271.4
Total operating lease liabilities		301.3		307.9
Finance lease liabilities:
Current	Current maturities of long-term debt	20.9		20.9
Long-term	Long-term debt, less current maturities	504.0		564.8
Total finance lease liabilities		524.9		585.7
Total lease liabilities		$	826.2	$	893.6

The following table presents the components of the Company's lease expense included in the condensed consolidated statement of operations (in millions):


	Six Months Ended June 30,
	2023		2022
Operating lease costs	$	33.2	$	32.7
Finance lease costs:
Amortization of leased assets	18.3		18.9
Interest on lease liabilities	23.8		19.7
Total finance lease costs	42.1		38.6
Variable and short-term lease costs	10.4		8.5
Total lease costs	$	85.7	$	79.8

The following table presents supplemental cash flow information (dollars in millions):


	Six Months Ended June 30,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	32.2	$	31.7
Operating cash outflows from finance leases	$	22.6	$	19.6
Financing cash outflows from finance leases	$	12.6	$	12.1

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	15.1	$	31.1
Finance leases	$	23.6	$	91.9

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Income Statement [Abstract]

Revenues

$ 667,600,000

$ 615,400,000

$ 1,333,800,000

$ 1,211,600,000

Operating expenses:

Salaries and benefits

195,200,000

181,900,000

397,400,000

360,800,000

Supplies

182,200,000

173,500,000

370,600,000

345,100,000

Professional and medical fees

72,900,000

66,700,000

147,500,000

130,300,000

Lease expense

21,800,000

20,200,000

43,200,000

40,200,000

Other operating expenses

41,400,000

38,500,000

87,000,000.0

75,800,000

Cost of revenues

513,500,000

480,800,000

1,045,700,000

952,200,000

General and administrative expenses

31,200,000

26,100,000

63,200,000

55,600,000

Depreciation and amortization

24,400,000

28,000,000.0

58,100,000

55,400,000

Transaction and integration costs

12,000,000.0

8,200,000

24,500,000

15,300,000

Grant funds

(100,000)

(1,100,000)

(1,300,000)

Net (gain) loss on disposals, consolidations and deconsolidations

(8,800,000)

1,100,000

1,700,000

1,000,000.0

Equity in earnings of unconsolidated affiliates

(2,600,000)

(5,900,000)

(5,700,000)

Litigation settlements

1,500,000

4,500,000

(32,800,000)

Other income, net

(1,200,000)

(2,600,000)

(900,000)

(5,000,000.0)

Total operating expenses

570,000,000.0

538,900,000

1,189,800,000

1,034,700,000

Operating income

97,600,000

76,500,000

144,000,000.0

176,900,000

Interest expense, net

(47,700,000)

(56,900,000)

(94,500,000)

(113,200,000)

Income before income taxes

49,900,000

19,600,000

49,500,000

63,700,000

Income tax benefit (expense)

7,800,000

(4,300,000)

9,400,000

(5,600,000)

Net income

57,700,000

15,300,000

58,900,000

58,100,000

Less: Net income attributable to non-controlling interests

(38,800,000)

(33,700,000)

(64,900,000)

(64,300,000)

Net income (loss) attributable to Surgery Partners, Inc.

$ 18,900,000

$ (18,400,000)

$ (6,000,000.0)

$ (6,200,000)

Net income (loss) per share attributable to common stockholders

Basic (in USD per share)

$ 0.15

$ (0.21)

$ (0.05)

$ (0.07)

Diluted (in USD per share)

^[1]

$ 0.15

$ (0.21)

$ (0.05)

$ (0.07)

Weighted average common shares outstanding

Basic (shares)

125,718

88,900

125,463

88,450

Diluted (shares)

^[1]

127,370

88,900

125,463

88,450

[1]	The impact of potentially dilutive securities for the three months ended June 30, 2022 and the six months ended June 30, 2023 and 2022, was not considered because the effect would be anti-dilutive.

Leases - Schedule of Components of Right-of-use Assets and Liabilities Related to Leases (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Assets:
Operating lease assets	$ 267.2	$ 279.1
Finance lease assets	461.6	529.6
Total leased assets	728.8	808.7
Operating lease liabilities:
Current	37.2	36.5
Long-term	264.1	271.4
Total operating lease liabilities	301.3	307.9
Finance lease liabilities:
Current	20.9	20.9
Long-term	504.0	564.8
Finance lease obligations	524.9	585.7
Total lease liabilities	$ 826.2	$ 893.6
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Property and equipment, net of accumulated depreciation of $403.4 and $374.3, respectively	Property and equipment, net of accumulated depreciation of $403.4 and $374.3, respectively
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other current liabilities	Other current liabilities
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Less: Current maturities	Less: Current maturities
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Long-term debt, less current maturities	Long-term debt, less current maturities

Derivatives and Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Swaps and Interest Rate Caps Outstanding

During 2023 and 2022, such derivatives have been used to hedge the variable cash flows associated with existing variable-rate debt.

The key terms of interest rate swaps and interest rate caps outstanding are presented below:

June 30, 2023

December 31, 2022

Description

Effective Date

Notional Amount (in millions)

Status

Notional Amount (in millions)

Status

Maturity Date

Pay-fixed swap

May 7, 2021

435.0

Active

435.0

Active

March 31, 2025

Pay-fixed swap

May 7, 2021

330.0

Active

330.0

Active

March 31, 2025

Pay-fixed swap

May 7, 2021

435.0

Active

435.0

Active

March 31, 2025

Interest rate cap

September 30, 2021

155.2

Active

159.1

Active

March 31, 2025

Interest rate cap

September 30, 2021

8.9

Active

159.1

Active

March 31, 2025

Pay-fixed swap

November 30, 2018

165.0

Active

165.0

Active

November 30, 2023

Pay-fixed swap

November 30, 2018

120.0

Active

120.0

Active

November 30, 2023

Pay-fixed swap

June 28, 2019

150.0

Active

150.0

Active

November 30, 2023

Receive-fixed swap

April 30, 2021

(165.0)

Active

(165.0)

Active

November 30, 2023

Receive-fixed swap

April 30, 2021

(120.0)

Active

(120.0)

Active

November 30, 2023

Receive-fixed swap

April 30, 2021

(150.0)

Active

(150.0)

Active

November 30, 2023

1,364.1

1,518.2

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following table presents the fair values of our derivatives and their location on the condensed consolidated balance sheets (in millions):


		June 30, 2023				December 31, 2022
	Location	Assets		Liabilities		Assets		Liabilities
Derivatives not designated as hedging instruments
Interest rate caps	Other long-term assets	$	—	$	—	$	9.0	$	—
Interest rate swaps	Other long-term assets	4.8		—		8.5		—
Interest rate swaps	Other long-term liabilities	—		4.8		—		8.5

Derivatives in cash flow hedging relationships
Interest rate caps	Other long-term assets	9.4		—		10.4		—
Interest rate swaps	Other long-term assets	78.2		—		85.5		—
Interest rate swaps	Other long-term liabilities (1)	—		24.8		—		31.9
Total		$	92.4	$	29.6	$	113.4	$	40.4

(1)The balance is related to the financing component of the pay-fixed, receive floating interest rate swaps.

Schedule of Effect of Interest Rate Swaps

The following table presents the pre-tax effect of the interest rate swaps and caps on the Company's accumulated OCI and condensed consolidated statement of operations (in millions):


		Three Months Ended June 30,				Six Months Ended June 30,
	Location	2023		2022		2023		2022
Derivatives not designated as hedging instruments
Loss recognized in income	Other income, net	$	—	$	—	$	0.6	$	0.1

Derivatives in cash flow hedging relationships
Gain recognized in OCI (effective portion)		$	21.9	$	12.7	$	16.7	$	63.1
(Gain) loss reclassified from accumulated OCI into income (effective portion) (1)	Interest expense, net	$	(8.0)	$	6.3	$	(14.1)	$	12.7

(1)Includes amortization of accumulated OCI related to de-designated and terminated interest rate swaps of $5.3 million for each of the three months ended June 30, 2023 and 2022, respectively. Includes amortization of accumulated OCI related to de-designated and terminated interest rate swaps of $10.7 million and $10.6 million for the six months ended June 30, 2023 and 2022, respectively.

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References + Details

Earnings Per Share - Summary (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Numerator:

Net income (loss) attributable to Surgery Partners, Inc.

$ 18.9

$ (18.4)

$ (6.0)

$ (6.2)

Denominator:

Weighted average shares outstanding- basic (shares)

125,718

88,900

125,463

88,450

Weighted average shares outstanding- diluted (shares)

^[1]

127,370

88,900

125,463

88,450

Income (loss) per share:

Basic (in USD per share)

$ 0.15

$ (0.21)

$ (0.05)

$ (0.07)

Diluted (in USD per share)

^[1]

$ 0.15

$ (0.21)

$ (0.05)

$ (0.07)

Stock options

Income (loss) per share:

Dilutive securities outstanding not included in the computation of income (loss) per share as their effect is antidilutive (shares)

1,559

1,407

1,599

Restricted shares

Income (loss) per share:

Dilutive securities outstanding not included in the computation of income (loss) per share as their effect is antidilutive (shares)

628

147

644

[1]	The impact of potentially dilutive securities for the three months ended June 30, 2022 and the six months ended June 30, 2023 and 2022, was not considered because the effect would be anti-dilutive.

Acquisitions and Disposals - Disposals (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($) facility	Jun. 30, 2022 USD ($) facility business_entity
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from disposals of facilities and other assets	$ 26.1	$ 0.0
Four Surgical Facilities \| Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of interests sold \| facility	4
Proceeds from disposals of facilities and other assets	$ 30.4
Pre-tax gain (loss) on disposals and deconsolidations	26.7
2022 Disposals
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Pre-tax gain (loss) on disposals and deconsolidations		(5.6)
2022 Disposals \| Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from disposals of facilities and other assets		11.5
Pre-tax gain (loss) on disposals and deconsolidations		$ (0.4)
Number of surgical facilities contributed as non-cash consideration \| facility		2
Fair value of investments		$ 9.8
2022 Disposals \| Disposed of by Sale \| Series of Individually Immaterial Business Acquisitions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of facilities acquired \| business_entity		2
Surgical Facilities and In-Development De Novo Surgical Facilities \| Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from disposals of facilities and other assets	1.5
Pre-tax gain (loss) on disposals and deconsolidations	$ (13.7)

Long-Term Debt - Summary of Long-term Debt (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Finance lease obligations	$ 524.9	$ 585.7
Less: unamortized debt issuance costs and discounts	(9.1)	(10.2)
Total debt	2,569.5	2,621.8
Less: Current maturities	64.7	62.8
Total long-term debt	2,504.8	2,559.0
Secured Debt \| Senior secure term loan
Debt Instrument [Line Items]
Long-term debt	1,370.2	1,370.0
Unamortized fair value discount	1.9	2.1
Senior Notes \| 6.750% senior unsecured notes due 2025
Debt Instrument [Line Items]
Long-term debt	$ 185.0	185.0
Stated interest rate (percent)	6.75%
Senior Notes \| 10.000% senior unsecured notes due 2027
Debt Instrument [Line Items]
Long-term debt	$ 320.0	320.0
Stated interest rate (percent)	10.00%
Notes payable and other secured loans
Debt Instrument [Line Items]
Long-term debt	$ 178.5	$ 171.3

Organization and Summary of Accounting Policies - Schedule of Revenues by Sources (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenues	$ 667.6	$ 615.4	$ 1,333.8	$ 1,211.6
Patient service revenues
Disaggregation of Revenue [Line Items]
Total revenues	$ 658.0	$ 607.3	$ 1,314.4	$ 1,195.0
Patient service revenues \| Customer \| Revenue
Disaggregation of Revenue [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	100.00%	100.00%	100.00%	100.00%
Private insurance
Disaggregation of Revenue [Line Items]
Total revenues	$ 341.6	$ 309.5	$ 677.2	$ 608.6
Private insurance \| Customer \| Revenue
Disaggregation of Revenue [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	51.90%	51.00%	51.50%	50.90%
Government
Disaggregation of Revenue [Line Items]
Total revenues	$ 278.2	$ 258.1	$ 566.0	$ 507.0
Government \| Customer \| Revenue
Disaggregation of Revenue [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	42.30%	42.50%	43.10%	42.40%
Self-pay
Disaggregation of Revenue [Line Items]
Total revenues	$ 17.1	$ 16.5	$ 32.7	$ 33.2
Self-pay \| Customer \| Revenue
Disaggregation of Revenue [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	2.60%	2.70%	2.50%	2.80%
Other
Disaggregation of Revenue [Line Items]
Total revenues	$ 21.1	$ 23.2	$ 38.5	$ 46.2
Other \| Customer \| Revenue
Disaggregation of Revenue [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	3.20%	3.80%	2.90%	3.90%
Other service revenues
Disaggregation of Revenue [Line Items]
Total revenues	$ 9.6	$ 8.1	$ 19.4	$ 16.6

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Schedule of Segment Revenue and Operating Income

The following tables present financial information for each reportable segment (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues:
Surgical Facility Services	$	650.2	$	597.9	$	1,299.2	$	1,176.7
Ancillary Services	17.4		17.5		34.6		34.9
Total	$	667.6	$	615.4	$	1,333.8	$	1,211.6

Adjusted EBITDA:
Surgical Facility Services	$	126.7	$	108.7	$	245.5	$	209.7
Ancillary Services	(0.1)		(0.8)		(1.5)		(0.7)
All other	(26.4)		(21.8)		(53.7)		(45.8)
Total	$	100.2	$	86.1	$	190.3	$	163.2

Reconciliation of Adjusted EBITDA:
Income before income taxes	$	49.9	$	19.6	$	49.5	$	63.7

Net income attributable to non-controlling interests	(38.8)		(33.7)		(64.9)		(64.3)
Interest expense, net	47.7		56.9		94.5		113.2
Depreciation and amortization	24.4		28.0		58.1		55.4
Equity-based compensation expense	4.6		4.3		8.8		8.0
Transaction, integration and acquisition costs (1)	13.0		8.2		25.8		15.3
Net (gain) loss on disposals, consolidations and deconsolidations	(8.8)		1.1		1.7		1.0
Litigation settlements and regulatory change impact (2)	1.7		1.7		9.7		(29.1)
Undesignated derivative activity	—		—		0.6		—
Other (3)	6.5		—		6.5		—
Adjusted EBITDA	$	100.2	$	86.1	$	190.3	$	163.2

(1)This amount includes transaction and integration costs of $12.0 million and $8.2 million for the three months ended June 30, 2023 and 2022, respectively. This amount further includes start-up costs related to de novo surgical facilities of $1.0 million for the three months ended June 30, 2023, with no comparable costs for the three months ended June 30, 2022.

This amount includes transaction and integration costs of $24.5 million and $15.3 million for the six months ended June 30, 2023 and 2022, respectively. This amount further includes start-up costs related to de novo surgical facilities of $1.3 million for the six months ended June 30, 2023, with no comparable costs for the six months ended June 30, 2022.

(2)This amount includes a litigation settlement loss of $1.5 million for the three months ended June 30, 2023, with no comparable costs for the three months ended June 30, 2022. This amount also includes other litigation costs of $0.2 million and $1.7 million for the three months ended June 30, 2023 and 2022, respectively.

This amount includes a litigation settlement loss of $4.5 million and a gain of $32.8 million for the six months ended June 30, 2023 and 2022, respectively. This amount also includes other litigation costs of $0.8 million and $3.7 million for the six months ended June 30, 2023 and 2022, respectively. Additionally, the six months ended June 30, 2023, includes $4.4 million related to the impact of recent changes in Florida law regarding the use of letters of protection.

(3)This amount includes estimates for the net impact of a cyber event and losses from a divested business.

Schedule of Reconciliation of Assets from Segment to Consolidated


	June 30, 2023		December 31, 2022
Assets:
Surgical Facility Services	$	6,031.2	$	6,001.1
Ancillary Services	39.6		41.7
All other	549.8		639.3
Total assets	$	6,620.6	$	6,682.1

Schedule of Financial Information by Reportable Segment


	Six Months Ended June 30,
	2023		2022
Cash purchases of property and equipment:
Surgical Facility Services	$	49.5	$	36.9
Ancillary Services	0.6		0.5
All other	—		3.2
Total cash purchases of property and equipment	$	50.1	$	40.6

Organization and Summary of Accounting Policies - Medicare Accelerated Payments and Deferred Governmental Grants (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Grant funds	$ 0	$ 100,000	$ 1,100,000	$ 1,300,000
Unrecognized grant funds received	$ 0		$ 0		$ 3,000,000
Repayments of grants received		$ 25,000,000		$ 43,000,000

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 177.4	$ 282.9
Accounts receivable	449.9	456.3
Inventories	70.3	71.4
Prepaid expenses	39.3	31.4
Other current assets	73.3	79.0
Total current assets	810.2	921.0
Property and equipment, net of accumulated depreciation of $403.4 and $374.3, respectively	826.0	876.6
Goodwill and other intangible assets, net	4,291.2	4,179.4
Investments in and advances to affiliates	192.2	190.3
Right-of-use operating lease assets	267.2	279.1
Long-term deferred tax assets	105.7	91.5
Other long-term assets	128.1	144.2
Total assets	6,620.6	6,682.1
Current liabilities:
Accounts payable	131.5	151.6
Accrued payroll and benefits	64.3	68.9
Other current liabilities	198.1	210.1
Current maturities of long-term debt	64.7	62.8
Total current liabilities	458.6	493.4
Long-term debt, less current maturities	2,504.8	2,559.0
Right-of-use operating lease liabilities	264.1	271.4
Other long-term liabilities	82.2	75.4
Non-controlling interests—redeemable	328.1	342.0
Stockholders' equity:
Preferred stock, $0.01 par value; shares authorized - 20,310,000; shares issued or outstanding - none	0.0	0.0
Common stock, $0.01 par value; shares authorized - 300,000,000; shares issued and outstanding - 126,492,822 and 125,960,834, respectively	1.3	1.3
Additional paid-in capital	2,501.4	2,478.0
Accumulated other comprehensive income	78.8	76.2
Retained deficit	(563.3)	(557.3)
Total Surgery Partners, Inc. stockholders' equity	2,018.2	1,998.2
Non-controlling interests—non-redeemable	964.6	942.7
Total stockholders' equity	2,982.8	2,940.9
Total liabilities and stockholders' equity	$ 6,620.6	$ 6,682.1

Derivatives and Hedging Activities

6 Months Ended

Jun. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Hedging Activities

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. During 2023 and 2022, such derivatives have been used to hedge the variable cash flows associated with existing variable-rate debt.

The key terms of interest rate swaps and interest rate caps outstanding are presented below:

June 30, 2023

December 31, 2022

Description

Effective Date

Notional Amount (in millions)

Status

Notional Amount (in millions)

Status

Maturity Date

Pay-fixed swap

May 7, 2021

435.0

Active

435.0

Active

March 31, 2025

Pay-fixed swap

May 7, 2021

330.0

Active

330.0

Active

March 31, 2025

Pay-fixed swap

May 7, 2021

435.0

Active

435.0

Active

March 31, 2025

Interest rate cap

September 30, 2021

155.2

Active

159.1

Active

March 31, 2025

Interest rate cap

September 30, 2021

8.9

Active

159.1

Active

March 31, 2025

Pay-fixed swap

November 30, 2018

165.0

Active

165.0

Active

November 30, 2023

Pay-fixed swap

November 30, 2018

120.0

Active

120.0

Active

November 30, 2023

Pay-fixed swap

June 28, 2019

150.0

Active

150.0

Active

November 30, 2023

Receive-fixed swap

April 30, 2021

(165.0)

Active

(165.0)

Active

November 30, 2023

Receive-fixed swap

April 30, 2021

(120.0)

Active

(120.0)

Active

November 30, 2023

Receive-fixed swap

April 30, 2021

(150.0)

Active

(150.0)

Active

November 30, 2023

1,364.1

1,518.2

As of June 30, 2023, the Company had nine interest rate swaps with a total net notional amount of $1.2 billion. Of the nine interest rate swaps, three are pay-fixed, receive 1-Month LIBOR (subject to a minimum of 0.75%) interest rate swaps designated in cash flow hedging relationships with a total notional amount of $1.2 billion and a termination date of March 31, 2025. The remaining six interest rate swaps are undesignated and consist of three pay-fixed, receive 1-Month LIBOR (subject to a minimum of 1.00%) interest rate swaps and three pay 1-Month LIBOR (subject to a minimum of 1.00%), receive-fixed interest rate swaps with a termination date of November 30, 2023. The pay-floating, receive-fixed swaps are designed to economically offset the undesignated pay-fixed, receive-floating swaps.

As of June 30, 2023, the Company had two interest rate caps designated in cash flow hedging relationships with a total notional amount of $164.1 million. The interest rate caps each have a termination date of March 31, 2025. During the six months ended June 30, 2023, the Company partially terminated a previously undesignated portion of one of its interest rate caps. In connection with the termination, the Company received $8.6 million, which is included as a component of operating activities in the condensed consolidated statements of cash flows for the six months ended June 30, 2023.

The pay-fixed, receive floating interest rate swaps did not meet the requirements to be considered derivatives in their entirety as a result of the financing component. Accordingly, the swaps are considered hybrid instruments, consisting of a financing element treated as a debt instrument and an embedded at-market derivative that was designated as a cash flow hedge.

Within the Company’s condensed consolidated balance sheets, the financing elements treated as debt instruments described above are carried at amortized cost and the embedded at-market derivatives and the undesignated swaps are recorded at fair value. The cash flows related to the portion treated as debt are classified as financing activities in the condensed consolidated statements of cash flows while the portion treated as an at-market derivative are classified as operating activities. Cash settlements related to the undesignated swaps will

offset and are classified as operating activities in the condensed consolidated cash flows. Within the Company’s condensed consolidated balance sheets, the interest rate caps, including the undesignated portion, are recorded at fair value. The cash flows related to the interest rate caps, including the undesignated portion, are classified as operating activities in the condensed consolidated statements of cash flows.

Our interest rate swap agreements, excluding the portion treated as debt, are recognized at fair value in the condensed consolidated balance sheets and are valued using pricing models that rely on market observable inputs such as yield curve data, which are classified as Level 2 inputs within the fair value hierarchy. The fair value of the interest rate caps is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the caps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The interest rate caps are classified using Level 2 inputs within the fair value hierarchy.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income ("OCI") and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings, as documented at hedge inception in accordance with the Company’s accounting policy election. Amounts reported in accumulated OCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Over the next 12 months, the Company estimates that an additional $47.4 million will be reclassified as a decrease to interest expense.

The following table presents the fair values of our derivatives and their location on the condensed consolidated balance sheets (in millions):


		June 30, 2023				December 31, 2022
	Location	Assets		Liabilities		Assets		Liabilities
Derivatives not designated as hedging instruments
Interest rate caps	Other long-term assets	$	—	$	—	$	9.0	$	—
Interest rate swaps	Other long-term assets	4.8		—		8.5		—
Interest rate swaps	Other long-term liabilities	—		4.8		—		8.5

Derivatives in cash flow hedging relationships
Interest rate caps	Other long-term assets	9.4		—		10.4		—
Interest rate swaps	Other long-term assets	78.2		—		85.5		—
Interest rate swaps	Other long-term liabilities (1)	—		24.8		—		31.9
Total		$	92.4	$	29.6	$	113.4	$	40.4

(1)The balance is related to the financing component of the pay-fixed, receive floating interest rate swaps.

The following table presents the pre-tax effect of the interest rate swaps and caps on the Company's accumulated OCI and condensed consolidated statement of operations (in millions):


		Three Months Ended June 30,				Six Months Ended June 30,
	Location	2023		2022		2023		2022
Derivatives not designated as hedging instruments
Loss recognized in income	Other income, net	$	—	$	—	$	0.6	$	0.1

Derivatives in cash flow hedging relationships
Gain recognized in OCI (effective portion)		$	21.9	$	12.7	$	16.7	$	63.1
(Gain) loss reclassified from accumulated OCI into income (effective portion) (1)	Interest expense, net	$	(8.0)	$	6.3	$	(14.1)	$	12.7

Segment Reporting - Schedule of Segment Revenue and Operating Income (Details)	1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 31, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) segment	Jun. 30, 2022 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment				2
Segment Reporting Information [Line Items]
Revenues		$ 667,600,000	$ 615,400,000	$ 1,333,800,000	$ 1,211,600,000
Adjusted EBITDA		100,200,000	86,100,000	190,300,000	163,200,000
Reconciliation of Adjusted EBITDA:
Income before income taxes		49,900,000	19,600,000	49,500,000	63,700,000
Net income attributable to non-controlling interests		(38,800,000)	(33,700,000)	(64,900,000)	(64,300,000)
Interest expense, net		47,700,000	56,900,000	94,500,000	113,200,000
Depreciation and amortization		24,400,000	28,000,000.0	58,100,000	55,400,000
Equity-based compensation expense		4,600,000	4,300,000	8,800,000	8,000,000.0
Transaction, integration and acquisition costs		13,000,000.0	8,200,000	25,800,000	15,300,000
Net (gain) loss on disposals, consolidations and deconsolidations		(8,800,000)	1,100,000	1,700,000	1,000,000.0
Litigation settlements and regulatory change impact		1,700,000	1,700,000	9,700,000	(29,100,000)
Undesignated derivative activity		0	0	600,000	0
Other		6,500,000	0	6,500,000	0
Adjusted EBITDA		100,200,000	86,100,000	190,300,000	163,200,000
Transaction and integration costs		12,000,000.0	8,200,000	24,500,000	15,300,000
Start-up costs		1,000,000	0	1,300,000	0
(Loss) gain on litigation settlement	$ 32,800,000	(1,500,000)	0	(4,500,000)	32,800,000
Other litigation costs		200,000	1,700,000	800,000	3,700,000
Additional interest expense for Florida LOP regulation change				4,400,000
Operating Segments \| Surgical Facility Services
Segment Reporting Information [Line Items]
Revenues		650,200,000	597,900,000	1,299,200,000	1,176,700,000
Adjusted EBITDA		126,700,000	108,700,000	245,500,000	209,700,000
Reconciliation of Adjusted EBITDA:
Adjusted EBITDA		126,700,000	108,700,000	245,500,000	209,700,000
Operating Segments \| Ancillary Services
Segment Reporting Information [Line Items]
Revenues		17,400,000	17,500,000	34,600,000	34,900,000
Adjusted EBITDA		(100,000)	(800,000)	(1,500,000)	(700,000)
Reconciliation of Adjusted EBITDA:
Adjusted EBITDA		(100,000)	(800,000)	(1,500,000)	(700,000)
All other
Segment Reporting Information [Line Items]
Adjusted EBITDA		(26,400,000)	(21,800,000)	(53,700,000)	(45,800,000)
Reconciliation of Adjusted EBITDA:
Adjusted EBITDA		$ (26,400,000)	$ (21,800,000)	$ (53,700,000)	$ (45,800,000)

Organization and Summary of Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for fair presentation of the Company's financial position and results of operations have been included. The Company’s fiscal year ends on December 31 and interim results are not necessarily indicative of results for a full year or any other interim period. The information contained in these condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (the "2022 Annual Report on Form 10-K").
Principles of Consolidation	The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as interests in partnerships and limited liability companies controlled by the Company through its ownership of a majority voting interest or other rights granted to the Company by contract to manage and control the affiliate's business. All significant intercompany balances and transactions are eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and footnotes. Examples include, but are not limited to, estimates of accounts receivable allowances, professional and general liabilities and the estimate of deferred tax assets or liabilities. Actual results could differ from those estimates.
Revenues	Revenues The Company's revenues generally relate to contracts with patients in which the performance obligations are to provide health care services. The Company recognizes revenues in the period in which its obligations to provide health care services are satisfied and reports the amount that reflects the consideration the Company expects to be entitled to receive. The contractual relationships with patients, in most cases, also involve a third-party payor (e.g., Medicare, Medicaid and private insurance organizations, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by or negotiated with the third-party payors. The payment arrangements with third-party payors for the services provided to the related patients typically specify payments at amounts less than the Company's standard charges. The Company continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. Patient service revenues. This revenue is related to charging facility fees in exchange for providing patient care. The fee charged for health care procedures performed in surgical facilities varies depending on the type of service provided, but usually includes all charges for usage of an operating room, a recovery room, special equipment, medical supplies, nursing staff and medications. The fee does not normally include professional fees charged by the patient’s surgeon, anesthesiologist or other attending physician, which are billed directly by such physicians to the patient or third-party payor. However, in several surgical facilities, the Company charges for anesthesia services. Ancillary service revenues include fees for patient visits to the Company's physician practices, pharmacy services and diagnostic tests ordered by physicians. Patient service revenues are recognized as performance obligations are satisfied. Performance obligations are based on the nature of services provided. Typically, the Company recognizes revenue at a point in time in which services are rendered and the Company has no obligation to provide further patient services. As the Company primarily performs outpatient procedures, performance obligations are generally satisfied same day and revenue is recognized on the date of service. The Company determines the transaction price based on gross charges for services provided, net of estimated contractual adjustments and discounts from third-party payors. The Company estimates its contractual adjustments and discounts based on contractual agreements, its discount policies and historical experience. Changes in estimated contractual adjustments and discounts are recorded in the period of change. Other service revenues. Other service revenues include management and administrative service fees derived from the non-consolidated facilities that the Company accounts for under the equity method, management of surgical facilities in which it does not own an interest, and management services provided to physician practices for which the Company is not required to provide capital or additional assets and other non-patient services. The management agreements typically require the Company to provide recurring management services over a multi-year period, which are billed and collected on a monthly basis. The fees derived from these management arrangements are based on a predetermined percentage of the revenues of each facility or practice and are recognized in the period in which management services are rendered and billed.
Accounts Receivable	Accounts Receivable Accounts receivable from third-party payors are recorded net of estimated implicit price concessions, which are estimated based on the historical trend of the Company's surgical hospitals’ cash collections and contractual write-offs, and for the Company's surgical facilities in general, established fee schedules, relationships with payors and procedure statistics. While changes in estimated reimbursement from third-party payors remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on its financial condition or results of operations. Accounts receivable consists of receivables from federal and state agencies (under the Medicare and Medicaid programs), private insurance organizations, employers and patients. Management recognizes that revenues and receivables from government agencies are significant to the Company's operations, but it does not believe that there is significant credit risk associated with these government agencies. Concentration of credit risk with respect to other payors is limited because of the large number of such payors. The Company recognizes that final reimbursement of accounts receivable is subject to final approval by each third-party payor. However, because the Company has contracts with its third-party payors and also verifies insurance coverage of the patient before medical services are rendered, the amounts that are pending approval from third-party payors are not considered significant. Amounts are classified outside of self-pay if the Company has an agreement with the third-party payor or has verified a patient’s coverage prior to services rendered. The Company's policy is to collect co-payments and deductibles prior to providing medical services. Patient services of the Company are primarily non-emergency, which allows the surgical facilities to control the procedures for which third-party reimbursement is sought and obtained. The Company does not require collateral from self-pay patients. The Company's collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account. The Company analyzes accounts receivable at each of its surgical facilities to ensure the proper collection and aged category. Collection efforts include direct contact with third-party payors or patients, written correspondence and the use of legal or collection agency assistance, as required.
Income Taxes	Income Taxes The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If a carryforward exists, the Company makes a determination as to whether the carryforward will be utilized in the future. A valuation allowance is established for certain carryforwards when their recoverability is deemed to be uncertain. The carrying value of the net deferred tax assets assumes that the Company will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If our expectations for future operating results on a consolidated basis or at the state jurisdiction level vary from actual results due to changes in health care regulations, general economic conditions, or other factors, we may need to adjust the valuation allowance, for all or a portion of our deferred tax assets. Our income tax expense in future periods will be reduced or increased to the extent of offsetting decreases or increases, respectively, in our valuation allowance in the period when the change in circumstances occurs. These changes could have a significant impact on our future earnings. The Company and certain of its subsidiaries file a consolidated federal income tax return. The partnerships, limited liability companies, and certain non-consolidated physician practice corporations also file separate income tax returns. The Company's allocable portion of each partnership's and limited liability company's income or loss is included in taxable income of the Company. The remaining income or loss of each partnership and limited liability company is allocated to the other owners.
Goodwill	GoodwillGoodwill represents the excess of the fair value of the consideration provided in an acquisition plus the fair value of any non-controlling interests over the fair value of net assets acquired and is not amortized. Additions to goodwill include amounts resulting from new business combinations and incremental ownership purchases in the Company's subsidiaries.
Derivative Instruments and Hedging Activities	Derivative Instruments and Hedging Activities The Company records all derivatives on the balance sheet at fair value and any financing elements treated as debt instruments are recorded at amortized cost. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.
Non-Controlling Interests—Redeemable	Non-Controlling Interests—Redeemable Each partnership and limited liability company through which the Company owns and operates its surgical facilities is governed by a partnership or operating agreement, respectively. In certain circumstances, the applicable partnership or operating agreements for the Company's surgical facilities provide that the facilities will purchase all of the physician limited partners’ or physician minority members’, as applicable, ownership if certain adverse regulatory events occur, such as it becoming illegal for the physician(s) to own an interest in a surgical facility, refer patients to a surgical facility or receive cash distributions from a surgical facility. The non-controlling interests—redeemable are reported outside of stockholders' equity in the condensed consolidated balance sheets.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants to sell the asset or transfer the liability. The Company uses fair value measurements based on inputs classified into the following hierarchy: •Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. •Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These may include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. •Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, depending on the nature of the item being valued. The carrying amounts reported in the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, restricted invested assets and accounts payable approximate their fair values under Level 3 calculations.
Variable Interest Entities	Variable Interest EntitiesThe condensed consolidated financial statements include the accounts of variable interest entities ("VIE") in which the Company is the primary beneficiary under the provisions of the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification 810, "Consolidation". The Company has the power to direct the activities that most significantly impact a VIE's economic performance. Additionally, the Company would absorb the majority of the expected losses from any of these entities should such expected losses occur.

Derivatives and Hedging Activities - Schedule of Derivative Instruments in Statement of Financial Position, Fair Value (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative asset, notional amount	$ 92.4	$ 113.4
Derivative liability, notional amount	29.6	40.4
Derivatives not designated as hedging instruments \| Other long-term assets \| Interest Rate Caps
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative asset, notional amount	0.0	9.0
Derivatives not designated as hedging instruments \| Other long-term assets \| Interest Rate Swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative asset, notional amount	4.8	8.5
Derivatives not designated as hedging instruments \| Other long-term liabilities \| Interest Rate Swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative liability, notional amount	4.8	8.5
Derivatives in cash flow hedging relationships \| Other long-term assets \| Interest Rate Caps
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative asset, notional amount	9.4	10.4
Derivatives in cash flow hedging relationships \| Other long-term assets \| Interest Rate Swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative asset, notional amount	78.2	85.5
Derivatives in cash flow hedging relationships \| Other long-term liabilities \| Interest Rate Swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative liability, notional amount	$ 24.8	$ 31.9

- Definition

Nominal or face amount used to calculate payments on the derivative asset.

+ References + Details

- Definition

Nominal or face amount used to calculate payments on the derivative liability.

+ References + Details

Organization and Summary of Accounting Policies - Organization (Details)	Jun. 30, 2023 facility state
Summary of Investment Holdings [Line Items]
Number of surgical facilities owned	152
Number of states in which entity operates \| state	32
Number of surgical facilities owned, majority interest	92
Number of surgical facilities owned, consolidated	119
Facilities, Ambulatory Surgery Centers
Summary of Investment Holdings [Line Items]
Number of surgical facilities owned	134
Facilities, Surgical Hospitals
Summary of Investment Holdings [Line Items]
Number of surgical facilities owned	18

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (c)
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
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-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480493/946-210-55-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section 50
-Paragraph 6
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(2)
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-6

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147480524/946-210-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Derivatives and Hedging Activities - Schedule of Interest Rate Swaps and Interest Rate Caps Outstanding (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	$ 92.4	$ 113.4
Derivative liability, notional amount	(29.6)	(40.4)
Derivative notional amount	1,364.1	1,518.2
Pay-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	435.0	435.0
Pay-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	330.0	330.0
Pay-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	435.0	435.0
Interest rate cap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	155.2	159.1
Interest rate cap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	8.9	159.1
Pay-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	165.0	165.0
Pay-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	120.0	120.0
Pay-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	150.0	150.0
Receive-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative liability, notional amount	(165.0)	(165.0)
Receive-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative liability, notional amount	(120.0)	(120.0)
Receive-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative liability, notional amount	$ (150.0)	$ (150.0)

Other Current Liabilities

6 Months Ended

Jun. 30, 2023

Other Liabilities Disclosure [Abstract]

Other Current Liabilities

A summary of other current liabilities is as follows (in millions):


	June 30, 2023		December 31, 2022

Right-of-use operating lease liabilities	$	37.2	$	36.5
Amounts due to patients and payors	28.4		31.9
Cost report liabilities	24.3		23.5
Interest payable	17.7		19.4
Acquisition escrow	17.4		28.8
Accrued expenses and other	73.1		70.0
Total	$	198.1	$	210.1

Derivatives and Hedging Activities - Narrative (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($) interest_rate_swap	Dec. 31, 2022 USD ($)
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative notional amount \| $	$ 1,364.1	$ 1,518.2
Amount estimated to be reclassified as a reduction to interest expense over next 12 months \| $	$ 47.4
Interest Rate Swap \| Derivatives in cash flow hedging relationships
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Number of interest rate swaps \| interest_rate_swap	9
Derivative notional amount \| $	$ 1,200.0
Three Pay-fixed Interest Rate Swaps Subject To Minimum Of 0.75% \| Derivatives in cash flow hedging relationships
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Number of interest rate swaps \| interest_rate_swap	3
Derivative notional amount \| $	$ 1,200.0
Three Pay-fixed Interest Rate Swaps Subject To Minimum Of 0.75% \| Derivatives in cash flow hedging relationships \| One-month LIBOR \| Minimum
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Variable interest rate of derivative instrument (percent)	0.75%
Six Undersigned Interest Rate Swaps \| Derivatives in cash flow hedging relationships
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Number of interest rate swaps \| interest_rate_swap	6
Three Pay-fixed Interest Rate Swaps Subject To Minimum Of 1.00% \| Derivatives in cash flow hedging relationships
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Number of interest rate swaps \| interest_rate_swap	3
Three Pay-fixed Interest Rate Swaps Subject To Minimum Of 1.00% \| Derivatives in cash flow hedging relationships \| One-month LIBOR \| Minimum
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Variable interest rate of derivative instrument (percent)	1.00%
Three Interest Rate Swaps That Pay 1-Month LIBOR Subject To Minimum Of 1.00% \| Derivatives in cash flow hedging relationships
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Number of interest rate swaps \| interest_rate_swap	3
Three Interest Rate Swaps That Pay 1-Month LIBOR Subject To Minimum Of 1.00% \| Derivatives in cash flow hedging relationships \| One-month LIBOR \| Minimum
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Variable interest rate of derivative instrument (percent)	1.00%
Interest Rate Caps
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Number of interest rate swaps \| interest_rate_swap	2
Derivative notional amount \| $	$ 164.1
Interest Rate Caps \| Derivatives not designated as hedging instruments
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Gain on termination \| $	$ 8.6

Organization and Summary of Accounting Policies - Variable Interest Entities (Details) $ in Millions	Jun. 30, 2023 USD ($)	Jun. 30, 2023 facility	Jun. 30, 2023 physician_practice	Dec. 31, 2022 USD ($)
Variable Interest Entity [Line Items]
Number of facilities included in VIE		7	5
Assets	$ 6,620.6			$ 6,682.1
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Assets	65.6			64.9
Liabilities	$ 38.4			$ 40.9

Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.

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+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Organization and Summary of Accounting Policies

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Summary of Accounting Policies

Organization

Surgery Partners, Inc., a Delaware corporation, acting through its subsidiaries, owns and operates a national network of surgical facilities and ancillary services. The surgical facilities, which include ambulatory surgery centers ("ASCs") and surgical hospitals, primarily provide non-emergency surgical procedures across many specialties, including, among others, gastroenterology, general surgery, ophthalmology, orthopedics and pain management. The Company's surgical hospitals also provide services such as diagnostic imaging, laboratory, obstetrics, oncology, pharmacy, physical therapy and wound care. Ancillary services are comprised of multi-specialty physician practices, urgent care facilities and anesthesia services. Unless the context otherwise indicates, Surgery Partners, Inc. and its subsidiaries are referred to herein as "Surgery Partners," "we," "us," "our" or the "Company."

As of June 30, 2023, the Company owned or operated a portfolio of 152 surgical facilities, comprised of 134 ASCs and 18 surgical hospitals in 32 states. The Company owns these facilities in partnership with physicians and, in some cases, health care systems in the markets and communities it serves. The Company owned a majority interest in 92 of these surgical facilities and consolidated 119 of these facilities for financial reporting purposes.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for fair presentation of the Company's financial position and results of operations have been included. The Company’s fiscal year ends on December 31 and interim results are not necessarily indicative of results for a full year or any other interim period. The information contained in these condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (the "2022 Annual Report on Form 10-K").

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as interests in partnerships and limited liability companies controlled by the Company through its ownership of a majority voting interest or other rights granted to the Company by contract to manage and control the affiliate's business. All significant intercompany balances and transactions are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and footnotes. Examples include, but are not limited to, estimates of accounts receivable allowances, professional and general liabilities and the estimate of deferred tax assets or liabilities. Actual results could differ from those estimates.

Revenues

The Company's revenues generally relate to contracts with patients in which the performance obligations are to provide health care services. The Company recognizes revenues in the period in which its obligations to provide health care services are satisfied and reports the amount that reflects the consideration the Company expects to be entitled to receive. The contractual relationships with patients, in most cases, also involve a third-party payor (e.g., Medicare, Medicaid and private insurance organizations, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by or negotiated with the third-party payors. The payment arrangements with third-party payors for the services provided to the related patients typically specify payments at amounts less than the Company's standard charges. The Company continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals.

A summary of revenues by service type as a percentage of total revenues follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Patient service revenues:
Surgical facilities revenues	96.0	%	95.9	%	96.0	%	95.8	%
Ancillary services revenues	2.6	%	2.8	%	2.5	%	2.8	%
Total patient service revenues	98.6	%	98.7	%	98.5	%	98.6	%
Other service revenues	1.4	%	1.3	%	1.5	%	1.4	%
Total revenues	100.0	%	100.0	%	100.0	%	100.0	%

Patient service revenues. This revenue is related to charging facility fees in exchange for providing patient care. The fee charged for health care procedures performed in surgical facilities varies depending on the type of service provided, but usually includes all charges for usage of an operating room, a recovery room, special equipment, medical supplies, nursing staff and medications. The fee does not normally include professional fees charged by the patient’s surgeon, anesthesiologist or other attending physician, which are billed directly by such physicians to the patient or third-party payor. However, in several surgical facilities, the Company charges for anesthesia services. Ancillary service revenues include fees for patient visits to the Company's physician practices, pharmacy services and diagnostic tests ordered by physicians.

Patient service revenues are recognized as performance obligations are satisfied. Performance obligations are based on the nature of services provided. Typically, the Company recognizes revenue at a point in time in which services are rendered and the Company has no obligation to provide further patient services. As the Company primarily performs outpatient procedures, performance obligations are generally satisfied same day and revenue is recognized on the date of service.

The Company determines the transaction price based on gross charges for services provided, net of estimated contractual adjustments and discounts from third-party payors. The Company estimates its contractual adjustments and discounts based on contractual agreements, its discount policies and historical experience. Changes in estimated contractual adjustments and discounts are recorded in the period of change.

Other service revenues. Other service revenues include management and administrative service fees derived from the non-consolidated facilities that the Company accounts for under the equity method, management of surgical facilities in which it does not own an interest, and management services provided to physician practices for which the Company is not required to provide capital or additional assets and other non-patient services. The management agreements typically require the Company to provide recurring management services over a multi-year period, which are billed and collected on a monthly basis. The fees derived from these management arrangements are based on a predetermined percentage of the revenues of each facility or practice and are recognized in the period in which management services are rendered and billed.

The following table sets forth patient service revenues by type of payor and as a percentage of total patient service revenues for the Company's consolidated surgical facilities (dollars in millions):


	Three Months Ended June 30,
	2023				2022
	Amount		%		Amount		%
Patient service revenues:
Private insurance	$	341.6	51.9	%	$	309.5	51.0	%
Government	278.2		42.3	%	258.1		42.5	%
Self-pay	17.1		2.6	%	16.5		2.7	%
Other (1)	21.1		3.2	%	23.2		3.8	%
Total patient service revenues	658.0		100.0	%	607.3		100.0	%
Other service revenues	9.6				8.1
Total revenues	$	667.6			$	615.4


	Six Months Ended June 30,
	2023				2022
	Amount		%		Amount		%
Patient service revenues:
Private insurance	$	677.2	51.5	%	$	608.6	50.9	%
Government	566.0		43.1	%	507.0		42.4	%
Self-pay	32.7		2.5	%	33.2		2.8	%
Other (1)	38.5		2.9	%	46.2		3.9	%
Total patient service revenues	1,314.4		100.0	%	1,195.0		100.0	%
Other service revenues	19.4				16.6
Total revenues	$	1,333.8			$	1,211.6

(1)Other is comprised of anesthesia service agreements, automobile liability, letters of protection and other payor types.

Accounts Receivable

Accounts receivable from third-party payors are recorded net of estimated implicit price concessions, which are estimated based on the historical trend of the Company's surgical hospitals’ cash collections and contractual write-offs, and for the Company's surgical facilities in general, established fee schedules, relationships with payors and procedure statistics. While changes in estimated reimbursement from third-party payors remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on its financial condition or results of operations.

Accounts receivable consists of receivables from federal and state agencies (under the Medicare and Medicaid programs), private insurance organizations, employers and patients. Management recognizes that revenues and receivables from government agencies are significant to the Company's operations, but it does not believe that there is significant credit risk associated with these government agencies. Concentration of credit risk with respect to other payors is limited because of the large number of such payors.

The Company recognizes that final reimbursement of accounts receivable is subject to final approval by each third-party payor. However, because the Company has contracts with its third-party payors and also verifies insurance coverage of the patient before medical services are rendered, the amounts that are pending approval from third-party payors are not considered significant. Amounts are classified outside of self-pay if the Company has an agreement with the third-party payor or has verified a patient’s coverage prior to services rendered. The Company's policy is to collect co-payments and deductibles prior to providing medical services. Patient services of the Company are primarily non-emergency, which allows the surgical facilities to control the procedures for which third-party reimbursement is sought and obtained. The Company does not require collateral from self-pay patients.

The Company's collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account. The Company analyzes accounts receivable at each of its surgical facilities to ensure the proper collection and aged category. Collection efforts include direct contact with third-party payors or patients, written correspondence and the use of legal or collection agency assistance, as required.

Income Taxes

The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If a carryforward exists, the Company makes a determination as to whether the carryforward will be utilized in the future. A valuation allowance is established for certain carryforwards when their recoverability is deemed to be uncertain. The carrying value of the net deferred tax assets assumes that the Company will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If our expectations for future operating results on a consolidated basis or at the state jurisdiction level vary from actual results due to changes in health care regulations, general economic conditions, or other factors, we may need to adjust the valuation allowance, for all or a portion of our deferred tax assets. Our income tax expense in future periods will be reduced or increased to the extent of offsetting decreases or increases, respectively, in our valuation allowance in the period when the change in circumstances occurs. These changes could have a significant impact on our future earnings.

The Company and certain of its subsidiaries file a consolidated federal income tax return. The partnerships, limited liability companies, and certain non-consolidated physician practice corporations also file separate income tax returns. The Company's allocable portion of each partnership's and limited liability company's income or loss is included in taxable income of the Company. The remaining income or loss of each partnership and limited liability company is allocated to the other owners.

The Company's effective tax rate was (19.0)% for the six months ended June 30, 2023 compared to 8.8% for the six months ended June 30, 2022. For the six months ended June 30, 2023, the effective tax rate differed from the federal corporate tax rate of 21% primarily due to earnings attributable to non-controlling interests, an increase in the Company’s valuation allowance attributable to interest expense limitations, and discrete tax benefits of (i) $1.8 million related to the vesting of restricted stock awards, and (ii) $15.9 million related to entity divestitures. For the six months ended June 30, 2022, the effective tax rate differed from 21% primarily due to earnings attributable to non-controlling interests, an increase in the Company’s valuation allowance attributable to interest expense limitations, and discrete tax benefits of (i) $4.6 million related to the vesting of restricted stock awards, (ii) $1.8 million attributable to non-recurring earnings’ impact on the Company’s valuation allowance, and (iii) $1.0 million related to entity divestitures. Based upon the application of interim accounting guidance, the tax rate as a percentage of net income after income attributable to non-controlling interests will vary based upon the relative net income from period to period.

Goodwill

Goodwill represents the excess of the fair value of the consideration provided in an acquisition plus the fair value of any non-controlling interests over the fair value of net assets acquired and is not amortized. Additions to goodwill include amounts resulting from new business combinations and incremental ownership purchases in the Company's subsidiaries. A summary of the Company's acquisitions and disposals for the six months ended June 30, 2023 is included in Note 2. "Acquisitions and Disposals."

A summary of activity related to goodwill for the six months ended June 30, 2023 is as follows (in millions):


Balance at December 31, 2022	$	4,137.1
Acquisitions, including post acquisition adjustments	134.6
Disposals	(35.8)
Balance at June 30, 2023	$	4,235.9

A detailed evaluation of potential impairment indicators was performed as of June 30, 2023, which specifically considered recent increases in interest rates, inflation risk and market volatility. On the basis of available evidence as of June 30, 2023, no indicators of impairment were identified. Future estimates of fair value could be adversely affected if the actual outcome of one or more of the Company's assumptions changes materially in the future, including a material decline in the Company’s stock price and the fair value of its long-term debt, lower than expected surgical case volumes, higher market interest rates or increased operating costs. Such changes impacting the calculation of fair value could result in a material impairment charge in the future.

Derivative Instruments and Hedging Activities

The Company records all derivatives on the balance sheet at fair value and any financing elements treated as debt instruments are recorded at amortized cost. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

The Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

Non-Controlling Interests—Redeemable

Each partnership and limited liability company through which the Company owns and operates its surgical facilities is governed by a partnership or operating agreement, respectively. In certain circumstances, the applicable partnership or operating agreements for the Company's surgical facilities provide that the facilities will purchase all of the physician limited partners’ or physician minority members’, as applicable, ownership if certain adverse regulatory events occur, such as it becoming illegal for the physician(s) to own an interest in a surgical facility, refer patients to a surgical facility or receive cash distributions from a surgical facility. The non-controlling interests—redeemable are reported outside of stockholders' equity in the condensed consolidated balance sheets.

A summary of activity related to non-controlling interests—redeemable is as follows (in millions):


	Six Months Ended June 30,
	2023		2022

Balance at beginning of period	$	342.0	$	330.2
Net income attributable to non-controlling interests—redeemable	19.0		21.6
Acquisition of shares of non-controlling interests, net—redeemable	(10.0)		12.9
Distributions to non-controlling interest—redeemable holders	(22.9)		(22.9)
Balance at end of period	$	328.1	$	341.8

Medicare Accelerated Payments and Deferred Governmental Grants

The Company received grant funds distributed under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and other governmental assistance programs. The recognition of amounts received is conditioned upon attestation with terms and conditions that funds were used for COVID-19 related healthcare expenses or lost revenues. During the three and six months ended June 30, 2023, the Company recognized grant funds received as a reduction in operating expenses in the amount of none and $1.1 million, respectively. During the three and six months ended June 30, 2022, the Company recognized grant funds received as a reduction in operating expenses in the amount of $0.1 million and $1.3 million, respectively. There were no remaining unrecognized grant funds as of June 30, 2023. As of December 31, 2022 approximately $3 million of unrecognized grant funds received was reflected as a component of other current liabilities within the condensed consolidated balance sheets.

The Company received accelerated payments under the Medicare Accelerated and Advance Payment Program. The payments received were deferred and included in the condensed consolidated balance sheets. As of June 30, 2023 and December 31, 2022, the remaining deferred accelerated payments was minimal. During the three and six months ended June 30, 2022, approximately $25 million and $43 million, respectively, was repaid in accordance with the terms of the program. These repayments are included as a component of the change in Medicare accelerated payments and deferred government grants in the condensed consolidated statements of cash flows.

The Company’s accounting policies for relief received under the CARES Act and other governmental assistance programs, including the recognition of grant funds, is unchanged from the policies described in Note 1 to the Company’s consolidated financial statements included in the 2022 Annual Report on Form 10-K.

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants to sell the asset or transfer the liability. The Company uses fair value measurements based on inputs classified into the following hierarchy:

•Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These may include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, depending on the nature of the item being valued.

The carrying amounts reported in the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, restricted invested assets and accounts payable approximate their fair values under Level 3 calculations.

A summary of the carrying amounts and estimated fair values of the Company's long-term debt follows (in millions):


	Carrying Amount				Fair Value
	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022

Senior secured term loan	$	1,370.2	$	1,370.0	$	1,366.8	$	1,359.7
6.750% senior unsecured notes due 2025	$	185.0	$	185.0	$	183.8	$	183.4
10.000% senior unsecured notes due 2027	$	320.0	$	320.0	$	326.4	$	326.8

The fair values in the table above were based on Level 2 inputs using quoted prices for identical liabilities in inactive markets. The carrying amounts related to the Company's other long-term debt obligations, including finance lease obligations, approximate their fair values based on Level 3 inputs.

Variable Interest Entities

The condensed consolidated financial statements include the accounts of variable interest entities ("VIE") in which the Company is the primary beneficiary under the provisions of the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification 810, "Consolidation". The Company has the power to direct the activities that most significantly impact a VIE's economic performance. Additionally, the Company would absorb the majority of the expected losses from any of these entities should such expected losses occur. As of June 30, 2023, the Company's consolidated VIEs consisted of seven surgical facilities and five physician practices.

The total assets (excluding goodwill and intangible assets, net) of the consolidated VIEs included in the accompanying condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022 were $65.6 million and $64.9 million, respectively, and the total liabilities of the consolidated VIEs were $38.4 million and $40.9 million, respectively.

Organization and Summary of Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Revenues

A summary of revenues by service type as a percentage of total revenues follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Patient service revenues:
Surgical facilities revenues	96.0	%	95.9	%	96.0	%	95.8	%
Ancillary services revenues	2.6	%	2.8	%	2.5	%	2.8	%
Total patient service revenues	98.6	%	98.7	%	98.5	%	98.6	%
Other service revenues	1.4	%	1.3	%	1.5	%	1.4	%
Total revenues	100.0	%	100.0	%	100.0	%	100.0	%


	Three Months Ended June 30,
	2023				2022
	Amount		%		Amount		%
Patient service revenues:
Private insurance	$	341.6	51.9	%	$	309.5	51.0	%
Government	278.2		42.3	%	258.1		42.5	%
Self-pay	17.1		2.6	%	16.5		2.7	%
Other (1)	21.1		3.2	%	23.2		3.8	%
Total patient service revenues	658.0		100.0	%	607.3		100.0	%
Other service revenues	9.6				8.1
Total revenues	$	667.6			$	615.4


	Six Months Ended June 30,
	2023				2022
	Amount		%		Amount		%
Patient service revenues:
Private insurance	$	677.2	51.5	%	$	608.6	50.9	%
Government	566.0		43.1	%	507.0		42.4	%
Self-pay	32.7		2.5	%	33.2		2.8	%
Other (1)	38.5		2.9	%	46.2		3.9	%
Total patient service revenues	1,314.4		100.0	%	1,195.0		100.0	%
Other service revenues	19.4				16.6
Total revenues	$	1,333.8			$	1,211.6

(1)Other is comprised of anesthesia service agreements, automobile liability, letters of protection and other payor types.

Schedule of Rollforward of Goodwill

A summary of activity related to goodwill for the six months ended June 30, 2023 is as follows (in millions):


Balance at December 31, 2022	$	4,137.1
Acquisitions, including post acquisition adjustments	134.6
Disposals	(35.8)
Balance at June 30, 2023	$	4,235.9

Schedule of Rollforward of Noncontrolling Interest - Redeemable

A summary of activity related to non-controlling interests—redeemable is as follows (in millions):


	Six Months Ended June 30,
	2023		2022

Balance at beginning of period	$	342.0	$	330.2
Net income attributable to non-controlling interests—redeemable	19.0		21.6
Acquisition of shares of non-controlling interests, net—redeemable	(10.0)		12.9
Distributions to non-controlling interest—redeemable holders	(22.9)		(22.9)
Balance at end of period	$	328.1	$	341.8

Schedule of Carrying Amounts and Fair Values of Long-Term Debt

A summary of the carrying amounts and estimated fair values of the Company's long-term debt follows (in millions):


	Carrying Amount				Fair Value
	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022

Senior secured term loan	$	1,370.2	$	1,370.0	$	1,366.8	$	1,359.7
6.750% senior unsecured notes due 2025	$	185.0	$	185.0	$	183.8	$	183.4
10.000% senior unsecured notes due 2027	$	320.0	$	320.0	$	326.4	$	326.8

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

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+ Details

Organization and Summary of Accounting Policies - Schedule of Carrying Amount and Fair Value of Long-Term Debt (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Secured Debt \| Senior secure term loan \| Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 1,370.2	$ 1,370.0
Secured Debt \| Senior secure term loan \| Fair Value \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 1,366.8	1,359.7
Senior Notes \| 6.750% senior unsecured notes due 2025
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate (percent)	6.75%
Senior Notes \| 6.750% senior unsecured notes due 2025 \| Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 185.0	185.0
Senior Notes \| 6.750% senior unsecured notes due 2025 \| Fair Value \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 183.8	183.4
Senior Notes \| 10.000% senior unsecured notes due 2027
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate (percent)	10.00%
Senior Notes \| 10.000% senior unsecured notes due 2027 \| Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 320.0	320.0
Senior Notes \| 10.000% senior unsecured notes due 2027 \| Fair Value \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 326.4	$ 326.8

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Other Liabilities Disclosure [Abstract]

Summary of Other Current Liabilities

A summary of other current liabilities is as follows (in millions):


	June 30, 2023		December 31, 2022

Right-of-use operating lease liabilities	$	37.2	$	36.5
Amounts due to patients and payors	28.4		31.9
Cost report liabilities	24.3		23.5
Interest payable	17.7		19.4
Acquisition escrow	17.4		28.8
Accrued expenses and other	73.1		70.0
Total	$	198.1	$	210.1

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 57.7	$ 15.3	$ 58.9	$ 58.1
Other comprehensive income, net of tax:
Derivative activity, net of tax of $0	13.9	19.0	2.6	75.8
Comprehensive income	71.6	34.3	61.5	133.9
Less: Comprehensive income attributable to non-controlling interests	(38.8)	(33.7)	(64.9)	(64.3)
Comprehensive income (loss) attributable to Surgery Partners, Inc.	$ 32.8	$ 0.6	$ (3.4)	$ 69.6

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Reconciliation of Numerator and Denominator of Basic and Diluted Earnings per Share

A reconciliation of the numerator and denominator of basic and diluted earnings per share follows (dollars in millions, except per share amounts; shares in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Numerator:
Net income (loss) attributable to Surgery Partners, Inc.	$	18.9	$	(18.4)	$	(6.0)	$	(6.2)

Denominator:
Weighted average shares outstanding- basic	125,718		88,900		125,463		88,450
Weighted average shares outstanding- diluted (1)	127,370		88,900		125,463		88,450

Income (loss) per share:
Basic	$	0.15	$	(0.21)	$	(0.05)	$	(0.07)
Diluted (1)	$	0.15	$	(0.21)	$	(0.05)	$	(0.07)

Dilutive securities outstanding not included in the computation of income (loss) per share as their effect is antidilutive:
Stock options	—		1,559		1,407		1,599
Restricted shares	—		628		147		644

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Jul. 25, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-37576
Entity Registrant Name	Surgery Partners, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-3620923
Entity Address, Address Line One	340 Seven Springs Way, Suite 600
Entity Address, City or Town	Brentwood
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37027
City Area Code	615
Local Phone Number	234-5900
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SGRY
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		126,498,920
Entity Central Index Key	0001638833
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accumulated depreciation on property and equipment	$ 403.4	$ 374.3
Preferred stock, par value (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (shares)	20,310,000	20,310,000
Preferred stock, shares issued (shares)	0	0
Preferred stock, shares outstanding (shares)	0	0
Common stock, par value (in USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized (shares)	300,000,000	300,000,000
Common stock, shares issued (shares)	126,492,822	125,960,834
Common stock, shares outstanding (shares)	126,492,822	125,960,834

Organization and Summary of Accounting Policies - Schedule of Non-Controlling Interests - Redeemable (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Non-Controlling Interests - Redeemable [Roll Forward]
Balance at beginning of period	$ 342.0	$ 330.2
Net income attributable to non-controlling interests—redeemable	19.0	21.6
Acquisition of shares of non-controlling interests, net—redeemable	(10.0)	12.9
Distributions to non-controlling interest—redeemable holders	(22.9)	(22.9)
Balance at end of period	$ 328.1	$ 341.8

Other Current Liabilities - Summary (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Right-of-use operating lease liabilities	$ 37.2	$ 36.5
Amounts due to patients and payors	28.4	31.9
Cost report liabilities	24.3	23.5
Interest payable	17.7	19.4
Acquisition escrow	17.4	28.8
Accrued expenses and other	73.1	70.0
Total	$ 198.1	$ 210.1

Segment Reporting

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment Reporting

The Company currently operates in two major lines of business that are also the Company's reportable operating segments - the operation of surgical facilities and the operation of ancillary services. The Surgical Facility Services segment includes the operation of ASCs, surgical hospitals and anesthesia services. The Ancillary Services segment consists of multi-specialty physician practices. The "All other" line item primarily consists of the Company's corporate general and administrative functions.

The following tables present financial information for each reportable segment (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues:
Surgical Facility Services	$	650.2	$	597.9	$	1,299.2	$	1,176.7
Ancillary Services	17.4		17.5		34.6		34.9
Total	$	667.6	$	615.4	$	1,333.8	$	1,211.6

Adjusted EBITDA:
Surgical Facility Services	$	126.7	$	108.7	$	245.5	$	209.7
Ancillary Services	(0.1)		(0.8)		(1.5)		(0.7)
All other	(26.4)		(21.8)		(53.7)		(45.8)
Total	$	100.2	$	86.1	$	190.3	$	163.2

Reconciliation of Adjusted EBITDA:
Income before income taxes	$	49.9	$	19.6	$	49.5	$	63.7

Net income attributable to non-controlling interests	(38.8)		(33.7)		(64.9)		(64.3)
Interest expense, net	47.7		56.9		94.5		113.2
Depreciation and amortization	24.4		28.0		58.1		55.4
Equity-based compensation expense	4.6		4.3		8.8		8.0
Transaction, integration and acquisition costs (1)	13.0		8.2		25.8		15.3
Net (gain) loss on disposals, consolidations and deconsolidations	(8.8)		1.1		1.7		1.0
Litigation settlements and regulatory change impact (2)	1.7		1.7		9.7		(29.1)
Undesignated derivative activity	—		—		0.6		—
Other (3)	6.5		—		6.5		—
Adjusted EBITDA	$	100.2	$	86.1	$	190.3	$	163.2

(3)This amount includes estimates for the net impact of a cyber event and losses from a divested business.


	June 30, 2023		December 31, 2022
Assets:
Surgical Facility Services	$	6,031.2	$	6,001.1
Ancillary Services	39.6		41.7
All other	549.8		639.3
Total assets	$	6,620.6	$	6,682.1


	Six Months Ended June 30,
	2023		2022
Cash purchases of property and equipment:
Surgical Facility Services	$	49.5	$	36.9
Ancillary Services	0.6		0.5
All other	—		3.2
Total cash purchases of property and equipment	$	50.1	$	40.6

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details