8-K


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 2016
 
Surgery Partners, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
001-37576
47-3620923
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
40 Burton Hills Boulevard, Suite 500
Nashville, Tennessee 37215

(Address of Principal Executive Offices) (Zip Code)
 
(615) 234-5900
(Registrant's Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))













Item 2.02 Results of Operations and Financial Condition.
On March 10, 2016, Surgery Partners, Inc. issued a press release announcing results for its fourth quarter and the year ended December 31, 2015. See the press release attached as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release dated March 10, 2016.








SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SURGERY PARTNERS, INC.
 
 
By:
/s/ Teresa F. Sparks
Teresa F. Sparks
Executive Vice President and Chief Financial Officer
Date: March 10, 2016







EXHIBIT INDEX
Exhibit Number
 
Description
 
 
 
99.1
 
Press release dated March 10, 2016.




Exhibit





Exhibit 99.1

SURGERY PARTNERS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2015 RESULTS
Fourth quarter revenues increase 47% over prior year period driven by strong same facility revenue growth.

NASHVILLE, Tennessee, March 10, 2016 - Surgery Partners, Inc. (NASDAQ:SGRY) ("Surgery Partners" or the "Company"), a leading provider of surgical services, today announced results for the fourth quarter and full year ended December 31, 2015.
Fourth quarter revenues increased 46.5% to $263.3 million as compared to the fourth quarter in 2014
Same-facility revenue increased 13.5% to $272.0 million as compared to the fourth quarter in 2014
Adjusted EBITDA increased 41.2% to $43.8 million as compared to the fourth quarter in 2014
Completed its Initial Public Offering ("IPO") in October 2015, raising gross proceeds of $271.4 million
“We are pleased to report strong operating and financial results for the fourth quarter. Since completing our IPO in October, we generated solid organic growth and capitalized on opportunities to accelerate our development activity adding new facilities and services to our network. We look forward to building on this momentum in 2016,” said Mike Doyle, Chief Executive Officer of Surgery Partners. “Our focus remains on providing high quality, cost effective solutions for surgical and related ancillary care in support of our patients and physicians.”
During the fourth quarter, Surgery Partners expanded its network of outpatient facilities with the following transactions:
Ambulatory surgery center in North Dakota; adding a new state to its network of surgical facilities
Integrated physician practice with multiple locations and two ambulatory surgery centers in Georgia, along with two anesthesia platform companies: one in North Carolina and the other in Georgia
Physician practice in Florida and an urgent care facility in Louisiana.
“Our ancillary services strategy continues to drive our differentiated outpatient delivery model. The addition of multiple platform companies in the fourth quarter, two anesthesia providers and one integrated physician practice, expands our ancillary services and provides unique opportunities to grow these businesses within those states,” said Mike Doyle, Chief Executive Officer of Surgery Partners. “We were able to accelerate these transactions and we continue to support a very strong pipeline of surgical facilities, physician practices and ancillary services.”
Surgery Partners also recently opened its new surgical hospital in Great Falls, Montana. The new facility replaces an existing facility in Great Falls, expands the services offered and continues the legacy of high quality patient care in this market. As of December 31, 2015, the Company owned or operated 101 surgical facilities primarily in partnership with physicians and, on a select basis physicians and health systems, in addition to a network of 46 physician practices.
Fourth Quarter 2015 Results
Total revenues for the fourth quarter of 2015 increased 46.5% to $263.3 million from $179.7 million for the fourth quarter of 2014, reflecting solid organic growth, the impact of the Symbion acquisition and the impact of acquisitions made during 2015. Our same-facility results include facilities owned and operated since October 1, 2014, including our non-consolidating facilities. Same-facility revenues for the fourth quarter of 2015 increased 13.5% to $272.0 million from $239.6 million in the same period last year. Results were driven by a 6.5% increase in same-facility cases.
For the fourth quarter of 2015, the Company’s Adjusted EBITDA was $43.8 million compared to Adjusted EBITDA of $31.0 million for the same period last year. On a pro forma basis for the Symbion acquisition in November of 2014, Adjusted EBITDA increased 17.1% as compared to the fourth quarter in 2014.
Full Year 2015 Results
Total revenues for 2015 increased 138.0% to $959.9 million from $403.3 million for the same period last year, reflecting the impact of the Symbion acquisition. Our same-facility results include facilities owned and operated since January 1, 2014,

1






including our non-consolidating facilities. Same-facility revenues for year to date 2015 increased 10.7% to $994.3 million from $898.1 million for the same period last year. Results were driven by same-facility case growth of 5.2%.
For the year 2015, the Company’s Adjusted EBITDA was $158.1 million compared to Adjusted EBITDA of $77.0 million for the same period last year. On a pro forma basis for the Symbion acquisition in November of 2014, Adjusted EBITDA increased 12.7%.
Liquidity
Surgery Partners had cash and cash equivalents of $57.9 million at December 31, 2015 and availability of $21.6 million under its revolving credit facility. Net operating cash flow, including operating cash flow less distributions to non-controlling interests, was $5.7 million for the fourth quarter of 2015, an increase of $26.7 million from the prior year. Adjusting for one-time cash outlays of $9.4 million, the net operating cash flow was $15.1 million. These adjustments include IPO and integration costs, third party settlements related to prior years and costs related to the termination of the management agreement. The Company’s ratio of total net debt to Adjusted EBITDA, as calculated under the Company’s credit agreement, at the end of the fourth quarter of 2015 was 5.8x.
Guidance
The Company's full year 2016 guidance is as follows:
Revenues in the range of $1.10 billion to $1.14 billion representing growth of 14% to 18% over 2015.
EBITDA in the range of $184.0 million to $191.0 million representing growth of 16% to 21% over 2015.
This guidance reflects continued same facility revenue growth, the full year impact of 2015 transactions, combined with 2016 acquisition activity and partially offset by a reduction in the Medicare 2016 Clinical Laboratory Fee Schedule.

"We are excited to build on our accomplishments in 2015, which included a successful year of integration, significant development in our existing markets, entry into new markets and continued strength in our core business, as demonstrated by our robust organic growth trends. This momentum provides the framework for a successful 2016," said Mike Doyle, Chief Executive Officer of Surgery Partners.
Conference Call Information
Surgery Partners will hold a conference call tomorrow, March 11, 2016 at 8:30 a.m. (Eastern Time). The conference call can be accessed live over the phone by dialing 1-877-407-0789, or for international callers, 1-201-689-8562. A replay will be available two hours after the call and can be accessed by dialing 1-877-870-5176 or for international callers, 1-858-384-5517. The passcode for the live call and the replay is 13631027. The replay will be available until March 25, 2016.
Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the Investor Relations section of the Company's website at www.surgerypartners.com. The on-line replay will remain available for a limited time beginning immediately following the call.
To learn more about Surgery Partners, please visit the company's website at www.surgerypartners.com. Surgery Partners uses its website as a channel of distribution for material Company information. Financial and other material information regarding Surgery Partners is routinely posted on the Company's website and is readily accessible.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements, which have been included in reliance of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties and assumptions relating to our operations, financial condition, business, prospects, growth strategy and liquidity, which may cause our actual results to differ materially from those projected by such forward-looking statements, and the Company cannot give assurances that such statements will prove to be correct. You can identify forward-looking statements because they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.
The forward-looking statements appear in a number of places throughout this press release and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. All forward-looking statements are subject to risks and uncertainties, including but not limited to those risks and uncertainties described in “Risk Factors” in our soon to be filed Annual

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Report on form 10-K for the year ended December 31, 2015 and Prospectus filed with the SEC on October 2, 2015 that may cause actual results to differ materially from those that we expected.
The forward-looking statements made in this press release are made only as of the date of the hereof. Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information or otherwise. More information about potential factors that could affect our business and financial results is included in our filings with the Securities and Exchange Commission.
Use of Non-GAAP Financial Measures
In addition to the results prepared in accordance with generally accepted accounting principles in the United States ("GAAP") provided throughout this press release, Surgery Partners has presented the following non-GAAP financial measures: EBITDA, Adjusted EBITDA and pro forma Adjusted EBITDA, which exclude various items detailed in the attached "Reconciliation of Non-GAAP Financial Measures".
These non-GAAP financial measures are not intended to replace financial performance measures determined in accordance with GAAP. Rather, they are presented as supplemental measures of the Company's performance that management believes may enhance the evaluation of the Company's ongoing operating results.
About Surgery Partners
Headquartered in Nashville, Tennessee, Surgery Partners is a leading healthcare services company with a differentiated outpatient delivery model focused on providing high quality, cost effective solutions for surgical and related ancillary care in support of both patients and physicians. Founded in 2004, Surgery Partners is one of the largest and fastest growing surgical services businesses in the country, with more than 140 locations in 29 states, including ambulatory surgical facilities, surgical hospitals, a diagnostic laboratory, multi-specialty physician practices and urgent care facilities.


3






SURGERY PARTNERS, INC.
SELECTED CONSOLIDATED FINANCIAL DATA
(Unaudited, amounts in thousands, except shares and per share amounts)
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
Revenues
 
$
263,322

 
$
179,691

 
$
959,891

 
$
403,289

Operating expenses:
 
 
 
 
 
 
 
 
Salaries and benefits
 
73,280

 
46,586

 
261,685

 
101,976

Supplies
 
65,533

 
44,156

 
242,083

 
94,224

Professional and medical fees
 
18,439

 
11,258

 
66,583

 
18,028

Lease expense
 
11,581

 
8,548

 
44,848

 
19,389

Other operating expenses
 
14,341

 
10,039

 
54,127

 
20,561

Cost of revenues
 
183,174

 
120,587

 
669,326

 
254,178

General and administrative expenses
 
21,048

 
11,414

 
55,992

 
31,452

Depreciation and amortization
 
9,007

 
6,504

 
34,545

 
15,061

Provision for doubtful accounts
 
7,529

 
5,098

 
23,578

 
9,509

Income from equity investments
 
(911
)
 
(1,264
)
 
(3,777
)
 
(1,264
)
(Gain) loss on disposal or impairment of long-lived assets, net
 
(575
)
 
1,694

 
(2,097
)
 
1,804

Loss on debt extinguishment
 
16,102

 
21,439

 
16,102

 
23,414

Merger transaction and integration costs
 
3,023

 
21,248

 
17,920

 
21,690

Termination of management agreement and IPO costs
 
5,834

 

 
5,834

 

Electronic records incentives
 
(1,868
)
 
(3,356
)
 
(1,761
)
 
(3,356
)
Other income
 
(169
)
 
(6
)
 
(525
)
 
(6
)
Total operating expenses
 
242,194

 
183,358

 
815,137

 
352,482

Operating income (loss)
 
21,128

 
(3,667
)
 
144,754

 
50,807

Tax receivable agreement expense
 
(119,911
)
 

 
(119,911
)
 

Interest expense, net
 
(22,473
)
 
(29,383
)
 
(100,980
)
 
(62,101
)
(Loss) income before income taxes
 
(121,256
)
 
(33,050
)
 
(76,137
)
 
(11,294
)
Income tax (benefit) expense
 
(157,350
)
 
3,715

 
(148,982
)
 
15,758

Net income (loss)
 
36,094

 
(36,765
)
 
72,845

 
(27,052
)
Less: Net income attributable to non-controlling interests
 
(19,355
)
 
(17,499
)
 
(71,416
)
 
(38,845
)
Net income (loss) attributable to Surgery Partners, Inc.
 
$
16,739

 
$
(54,264
)
 
$
1,429

 
$
(65,897
)
 
 
 
 
 
 
 
 
 
Net loss per share attributable to common stockholders
 
 
 
 
 
 
 
 
Basic
 
$
0.35

 
$
(1.69
)
 
$
0.04

 
$
(2.04
)
Diluted (1)
 
$
0.35

 
$
(1.69
)
 
$
0.04

 
$
(2.04
)
Weighted average common shares outstanding
 
 
 
 
 
 
 
 
Basic
 
47,971,834

 
32,113,803

 
36,066,233

 
32,295,364

Diluted (1)
 
48,161,550

 
32,113,803

 
37,464,387

 
32,295,364

(1) The impact of potentially dilutive securities for the three months and year ended December 31, 2014 was not considered because the effect would be anti-dilutive in each of those periods.


4






SURGERY PARTNERS, INC.
Unaudited Selected Financial and Operating Data
(Amounts in thousands, except shares and per share amounts)
 
December 31, 2015
 
December 31, 2014
 
 
 
 
Balance Sheet Data (at period end):
 
 
 
Cash and cash equivalents
$
57,933

 
$
74,920

Total current assets
310,957

 
268,649

Total assets
2,106,684

 
1,858,794

 
 
 
 
Current maturities of long-term debt
27,272

 
22,088

Total current liabilities
181,314

 
141,391

Long-term debt, less current maturities
1,230,328

 
1,339,266

Total liabilities
1,625,318

 
1,636,669

 
 
 
 
Total Surgery Partners, Inc. stockholders' deficit
(4,028
)
 
(264,082
)
Noncontrolling interests--non-redeemable
301,955

 
293,618

Total stockholders' equity
297,927

 
29,536

 
Three Months Ended December 31,

Year Ended December 31,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Cash Flow Data:
 
 
 
 
 
 
 
Net cash provided by (used in):
 
 
 
 
 
 
 
Operating activities (2)
$
24,189

 
$
(7,285
)
 
$
84,481

 
$
21,949

Investing activities
(95,358
)
 
(266,920
)
 
(134,842
)
 
(271,016
)
Capital expenditures
(15,324
)
 
(4,299
)
 
(33,439
)
 
(7,736
)
Investments in new businesses
(80,034
)
 
(262,621
)
 
(112,596
)
 
(263,280
)
Financing activities (3)
72,254

 
344,739

 
33,374

 
310,961

Distributions to noncontrolling interests
(18,525
)
 
(13,774
)
 
(69,720
)
 
(35,182
)
(2) Adjusting for the impact of one-time cash outlays of $9.4 million and $43.4 million, net cash provided by operating activities would be $33.6 million and $127.9 million for the three months and year ended December 31, 2015, respectively. These adjustments include IPO and integration costs, third party settlements related to prior years, pro forma adjustments for interest expense and management fees and costs related to the termination of management agreement.
(3) Excluding the impact of the pre-payment penalty on our Second Lien Credit Agreement of $7.3 million, net cash provided by financing activities would be $79.6 million and $40.7 million for the three months and year ended December 31, 2015, respectively.
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2015
 
2014
 
2015
 
2014
Other Data:
 
 
 
 
 
 
 
Cases
102,689

 
78,268

 
389,650

 
200,461

Revenue per case
$
2,564

 
$
2,296

 
$
2,463

 
$
2,012

Adjusted EBITDA
$
43,754

 
$
30,980

 
$
158,053

 
$
77,034

Adjusted EBITDA as a % of revenues
16.6
%
 
17.2
%
 
16.5
%
 
19.1
%
Number of surgical facilities as of the end of the period
101
 
103

 
101

 
103

Number of consolidated surgical facilities as of the end of the period
90
 
91

 
90

 
91





5






SURGERY PARTNERS, INC.
Supplemental Information
(Unaudited, in thousands, except cases and growth rates)
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2015
 
2014
 
2015
 
2014
Pro forma for Symbion Transaction:

 
 
 
 
 
 
 
Cases
102,689

 
97,566

 
389,650

 
378,884

Revenue per case
2,564

 
2,335

 
2,463

 
2,271

Adjusted EBITDA
43,754

 
37,364

 
158,053

 
140,220

Adjusted EBITDA as a % of revenues
16.6
%
 
16.4
%
 
16.5
%
 
16.3
%

Three Months Ended December 31,
 
Year Ended December 31,

2015
 
2014
 
2015
 
2014
Same-facility Information:
 
 
 
 
 
 
 
Cases (4)
106,186

 
99,669

 
400,230

 
380,623

Case growth
6.5
%
 
N/A

 
5.2
%
 
N/A

Revenue per case (4)
$
2,561

 
$
2,404

 
$
2,484

 
$
2,360

Revenue per case growth
6.5
%
 
N/A

 
5.3
%
 
N/A

(4) Includes non-consolidated joint ventures
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2015
 
2014
 
2015
 
2014
Segment Net Revenue:
 
 
 
 
 
 
 
Surgical Facility Services (5)
$
240,244

 
$
165,579

 
$
884,144

 
$
339,309

Ancillary Services
19,618

 
10,736

 
61,175

 
49,787

Optical Services
3,460

 
3,376

 
14,572

 
14,193

        Total
$
263,322

 
$
179,691

 
$
959,891

 
$
403,289

(5) Including the impact of the Symbion acquisition, amounts would be $213.7 million and $796.6 million for the three months and year ended December 31, 2014, respectively.
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2015
 
2014
 
2015
 
2014
Segment Operating Income:
 
 
 
 
 
 
 
Surgical Facility Services (6)
$
63,303

 
$
50,590

 
$
224,098

 
$
112,237

Ancillary Services
3,936

 
1,902

 
15,666

 
16,389

Optical Services
383

 
512

 
2,283

 
2,238

        Total
$
67,622

 
$
53,004

 
$
242,047

 
$
130,864

 
 
 
 
 
 
 
 
General and administrative
$
(22,110
)
 
$
(12,290
)
 
$
(59,534
)
 
$
(33,149
)
Gain (loss) on disposal or impairment of long-lived assets, net
575

 
(1,694
)
 
2,097

 
(1,804
)
Loss on debt extinguishment
(16,102
)
 
(21,439
)
 
(16,102
)
 
(23,414
)
Merger transaction and integration costs
(3,023
)
 
(21,248
)
 
(17,920
)
 
(21,690
)
Termination of management agreement
$
(5,834
)
 

 
$
(5,834
)
 

Operating income (loss)
$
21,128

 
$
(3,667
)
 
$
144,754

 
$
50,807

(6) Including the impact of the Symbion acquisition, amounts would be $61.5 million and $212.9 million for the three months and year ended December 31, 2014, respectively.



6






SURGERY PARTNERS, INC.
Reconciliation of Non-GAAP Financial Measures
(Unaudited, Amounts in thousands)

 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2015
 
2014
 
2015
 
2014
Consolidated Statements of Operations Data (in thousands):
 
 
 
 
 
 
 
 
Net income (loss)
 
$
36,094

 
$
(36,765
)
 
$
72,845

 
$
(27,052
)
(Minus):
 
 
 


 
 
 
 
Net income attributable to non-controlling interests
 
19,355

 
17,499

 
71,416

 
38,845

Plus (minus):
 
 
 


 
 
 
 
Income tax (benefit) expense
 
(157,350
)
 
3,715

 
(148,982
)
 
15,758

Interest and other expense, net
 
22,473

 
29,383

 
100,980

 
62,101

Depreciation and amortization
 
9,007

 
6,504

 
34,545

 
15,061

EBITDA
 
(109,131
)
 
(14,662
)
 
(12,028
)
 
27,023

Plus:
 
 
 
 
 
 
 
 
Management fee (7)
 

 
661

 
2,250

 
2,161

Merger transaction and practice acquisition costs
 
5,390

 
21,248

 
20,579

 
21,690

Termination of management agreement and IPO costs
 
5,834

 

 
5,834

 

Tax receivable agreement
 
119,911

 

 
119,911

 

Non-cash stock compensation expense
 
6,223

 
600

 
7,502

 
942

Loss on debt extinguishment
 
16,102

 
21,439

 
16,102

 
23,414

(Gain) loss on disposal of investments and long-lived assets, net
 
(575
)
 
1,694

 
(2,097
)
 
1,804

Adjusted EBITDA
 
$
43,754

 
$
30,980

 
$
158,053

 
$
77,034

(7) Fee payable pursuant the Management and Investment Advisory Services Agreement between the Company and Bayside Capital, Inc., which was terminated in connection with our IPO.

 
Three Months Ended December 31,
 
Year Ended December 31,
 
2015
 
2014
 
2015
 
2014
Proforma for IPO
 
 
 
 
 
 
 
Net income (loss) per share attributable to common stockholders(9):
 
 
 
 
 
 
 
Basic
$
0.35

 
$
(1.69
)
 
$
0.47

 
$
(2.04
)
Diluted (8)
$
0.35

 
$
(1.69
)
 
$
0.45

 
$
(2.04
)
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
47,971,834

 
32,113,803

 
36,066,233

 
32,295,364

Diluted (8)
48,161,550

 
32,113,803

 
37,464,387

 
32,295,364

(8) The impact of potentially dilutive securities for the three and twelve months ended December 31, 2014 was not considered because the effect would be anti-dilutive in each of those respective periods.
(9) Net income for the twelve months ended December 31, 2015 has been adjusted for the interest expense impact of $15.5 million after the debt pay down with the IPO proceeds.
    
    

Contact
 
Teresa Sparks, CFO
Surgery Partners, Inc.
(615) 234-8940
IR@surgerypartners.com

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