View Filing Data

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2016	Nov. 10, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	Surgery Partners, Inc.
Entity Central Index Key	0001638833
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		48,493,738

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 55,209	$ 57,933
Accounts receivable, less allowance for doubtful accounts of $28,217 and $18,322, respectively	205,979	177,757
Inventories	26,867	25,591
Prepaid expenses and other current assets	30,313	34,620
Acquisition escrow deposit	9,288	13,984
Indemnification receivable due from seller	1,072	1,072
Total current assets	328,728	310,957
Property and equipment, net	199,602	184,550
Intangible assets, net	48,673	53,568
Goodwill	1,531,370	1,407,927
Investments in and advances to affiliates	34,274	34,103
Restricted invested assets	315	316
Long-term deferred tax assets	90,233	94,105
Long-term acquisition escrow deposit	1,700	8,408
Other long-term assets	13,830	10,509
Total assets	2,248,725	2,104,443
Current liabilities:
Accounts payable	44,453	45,341
Accrued payroll and benefits	24,717	26,307
Acquisition escrow liability	9,288	13,984
Other current liabilities	71,091	68,410
Current maturities of long-term debt	29,105	27,247
Total current liabilities	178,654	181,289
Long-term debt, less current maturities	1,357,824	1,228,112
Long-term tax receivable agreement liability	123,343	119,655
Long-term acquisition escrow liability	1,700	8,408
Other long-term liabilities	87,429	85,613
Non-controlling interests—redeemable	182,298	183,439
Stockholders' equity:
Preferred stock, $0.01 par value, 20,000,000 shares authorized, no shares issued or outstanding	0	0
Common stock, $0.01 par value, 300,000,000 shares authorized, 48,511,563 shares issued and outstanding at September 30, 2016; 48,156,990 shares issued and outstanding at December 31, 2015	485	482
Additional paid-in capital	319,397	316,294
Retained deficit	(328,213)	(320,804)
Total Surgery Partners, Inc. stockholders' deficit	(8,331)	(4,028)
Non-controlling interests—non-redeemable	325,808	301,955
Total stockholders' equity	317,477	297,927
Total liabilities and stockholders' equity	$ 2,248,725	$ 2,104,443

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 28,217	$ 18,322
Preferred stock, par value (USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (shares)	20,000,000	20,000,000
Preferred stock, shares issued (shares)	0	0
Preferred stock, shares outstanding (shares)	0	0
Common stock, par value (USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized (shares)	300,000,000	300,000,000
Common stock, shares issued (shares)	48,511,563	48,156,990
Common stock, shares outstanding (shares)	48,511,563	48,156,990

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Income Statement [Abstract]

Revenues

$ 282,682

$ 239,599

$ 839,437

$ 696,569

Operating expenses:

Salaries and benefits

85,724

66,072

266,401

188,405

Supplies

65,907

60,377

196,484

176,550

Professional and medical fees

20,856

17,233

60,813

48,144

Lease expense

13,204

11,211

38,712

33,267

Other operating expenses

15,703

13,928

44,539

39,786

Cost of revenues

201,394

168,821

606,949

486,152

General and administrative expenses (includes contingent acquisition compensation expense of $1,530 and $3,060 for the three and nine months ended September 30, 2016, respectively)

14,985

11,236

42,205

34,944

Depreciation and amortization

9,713

8,611

28,984

25,538

Provision for doubtful accounts

8,514

5,840

15,931

16,049

Income from equity investments

(1,167)

(1,320)

(3,007)

(2,866)

Loss (gain) on disposal or impairment of long-lived assets, net

572

1,161

1,697

(1,522)

Loss on debt refinancing

3,595

11,876

Merger transaction and integration costs

1,864

1,249

6,361

14,897

Electronic health records incentive

364

269

107

Other (income) expense

(330)

(356)

Total operating expenses

239,834

195,325

711,362

572,943

Operating income

42,848

44,274

128,075

123,626

Tax receivable agreement expense

(3,733)

Interest expense, net

(26,475)

(26,573)

(74,863)

(78,507)

Income before income taxes

12,640

17,701

49,479

45,119

Income tax (benefit) expense

(1,694)

3,917

2,496

8,368

Net income

14,334

13,784

46,983

36,751

Less: Net income attributable to non-controlling interests

(16,672)

(16,906)

(54,392)

(52,061)

Net loss attributable to Surgery Partners, Inc.

$ (2,338)

$ (3,122)

$ (7,409)

$ (15,310)

Net loss per share attributable to common stockholders

Basic (in USD per share)

$ (0.05)

$ (0.10)

$ (0.15)

$ (0.48)

Diluted (in USD per share)

^[1]

$ (0.05)

$ (0.10)

$ (0.15)

$ (0.48)

Weighted average common shares outstanding

Basic (in shares)

^[2]

48,019,652

32,054,089

48,018,706

32,054,089

Diluted (in shares)

^[1],[2]

48,019,652

32,054,089

48,018,706

32,054,089

[1]	The impact of potentially dilutive securities for the three and nine months ended September 30, 2016 and 2015 was not considered because the effect would be anti-dilutive in each of those periods.
[2]	Effect of the Reorganization, as defined in Note 1, has been retrospectively applied to the periods ended September 30, 2015.

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016
Contingent acquisition compensation expense	$ 14,985	$ 42,205
Acquisitions
Contingent acquisition compensation expense	$ 1,530	$ 3,060

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Net income	$ 14,334	$ 13,784	$ 46,983	$ 36,751
Other comprehensive income	0	0	0	0
Comprehensive income	14,334	13,784	46,983	36,751
Less: Comprehensive income attributable to non-controlling interests	(16,672)	(16,906)	(54,392)	(52,061)
Comprehensive loss attributable to Surgery Partners, Inc.	$ (2,338)	$ (3,122)	$ (7,409)	$ (15,310)

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Deficit	Non-Controlling Interests— Non-Redeemable
Beginning Balance, stockholders' equity (shares) at Dec. 31, 2015	48,156,990	48,156,990
Beginning Balance, stockholders' equity at Dec. 31, 2015	$ 297,927	$ 482	$ 316,294	$ (320,804)	$ 301,955
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	33,936			(7,409)	41,345
Issuance of restricted stock, net of forfeitures (shares)		354,573
Issuance of restricted stock, net of forfeitures	0	$ 3	(3)
Equity-based compensation	1,326		1,326
Acquisition and disposal of shares of non-controlling interests, net	20,700		1,780		18,920
Distributions to non-controlling interests—non-redeemable holders	$ (36,412)				(36,412)
Ending Balance, stockholders' equity (shares) at Sep. 30, 2016	48,511,563	48,511,563
Ending Balance, stockholders' equity at Sep. 30, 2016	$ 317,477	$ 485	$ 319,397	$ (328,213)	$ 325,808

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net income	$ 46,983	$ 36,751
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	28,984	25,538
Amortization of debt issuance costs and discounts	5,295	4,966
Amortization of unfavorable lease liability	(323)	(323)
Equity-based compensation	1,326	1,279
Loss (gain) on disposal or impairment of long-lived assets, net	1,697	(1,522)
Loss on debt refinancing	11,876	0
Tax receivable agreement expense	3,733	0
Deferred income taxes	1,903	7,419
Provision for doubtful accounts	15,931	16,049
Income from equity investments, net of distributions received	(138)	(316)
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable	(38,480)	(34,538)
Other operating assets and liabilities	14,076	4,989
Net cash provided by operating activities	92,863	60,292
Cash flows from investing activities:
Purchases of property and equipment, net	(28,377)	(18,115)
Payments for acquisitions, net of cash acquired	(126,018)	(32,562)
Proceeds from divestitures	0	11,193
Net cash used in investing activities	(154,395)	(39,484)
Cash flows from financing activities:
Principal payments on long-term debt	(453,957)	(63,461)
Borrowings of long-term debt	580,945	85,432
Payments of debt issuance costs	(14,296)	0
Penalty on prepayment of debt	(4,900)	0
Share issuance costs	0	(1,448)
Distributions to non-controlling interest holders	(49,443)	(51,195)
Receipts (payments) related to ownership transactions with consolidated affiliates	1,105	(11,991)
Financing lease obligation	(646)	3,783
Net cash provided by (used in) financing activities	58,808	(38,880)
Net decrease in cash and cash equivalents	(2,724)	(18,072)
Cash and cash equivalents at beginning of period	57,933	74,920
Cash and cash equivalents at end of period	$ 55,209	$ 56,848

Organization	9 Months Ended
Organization	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Surgery Partners, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), was formed April 2, 2015, as a holding company for the purpose of facilitating an initial public offering (the “IPO”) of shares of common stock. Prior to September 30, 2015, the Company conducted business through Surgery Center Holdings, Inc. and its subsidiaries. Surgery Center Holdings, LLC was and is the sole indirect owner of the equity interests of Surgery Center Holdings, Inc. and has no other material assets. On October 1, 2015, the Company completed its IPO of 14,285,000 shares of common stock at an offering price of $19.00 per share. On September 30, 2015, Surgery Partners, Inc. became the direct parent and sole member of Surgery Center Holdings, LLC (the "Reorganization"). In the Reorganization, all of the equity interests held by the pre-IPO owners of Surgery Center Holdings, LLC were contributed to Surgery Partners, Inc. in exchange for 33,871,990 shares of common stock of Surgery Partners, Inc. and certain rights to additional payments under a tax receivable agreement. After giving effect to the Reorganization, Surgery Partners, Inc. is a holding company, and its sole material asset is an equity interest in Surgery Center Holdings, LLC. The Company's condensed consolidated financial statements for periods prior to the Reorganization represent the historical operating results and financial position of Surgery Center Holdings, Inc. and certain of its subsidiaries. As of September 30, 2016, the Company owned and operated a national network of surgical facilities and ancillary services in 29 states. The surgical facilities, which include ASCs and surgical hospitals, primarily provide non-emergency surgical procedures across many specialties, including, among others, otolaryngology ("ENT"), gastroenterology ("GI"), general surgery, ophthalmology, orthopedics, cardiology and pain management. The Company's surgical hospitals provide services such as diagnostic imaging, laboratory, obstetrics, oncology, pharmacy, physical therapy and wound care. Ancillary services are comprised of a diagnostic laboratory, multi-specialty physician practices, urgent care facilities, anesthesia services, optical services and specialty pharmacy services. As of September 30, 2016, the Company owned or operated a portfolio of 104 surgical facilities, comprised of 99 ASCs and five surgical hospitals. The Company owns these facilities in partnership with physicians and, in some cases, healthcare systems in the markets and communities it serves. The Company owned a majority interest in 73 of the surgical facilities and consolidated 93 of these facilities for financial reporting purposes. In addition, the Company owned or operated a network of 53 physician practices.

Significant Accounting Policies

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Significant Accounting Policies

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.

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. 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 condensed consolidated balance sheet at December 31, 2015 has been derived from the audited financial statements as of that date. The information contained in these condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended December 31, 2015. 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 accompanying notes. Actual results could differ from those estimates.

Non-Controlling Interests

The physician limited partners and physician minority members of the entities that the Company controls are responsible for the supervision and delivery of medical services. The governance rights of limited partners and minority members are restricted to those that protect their financial interests. Under certain partnership and operating agreements governing these partnerships and limited liability companies, the Company could be removed as the sole general partner or managing member for certain events such as material breach of the partnership or operating agreement, gross negligence or bankruptcy. These protective rights do not preclude consolidation of the respective partnerships and limited liability companies.

Ownership interests in consolidated subsidiaries held by parties other than the Company are identified and generally presented in the condensed consolidated financial statements within the equity section but separate from the Company's equity. However, in instances in which certain redemption features that are not solely within the control of the Company are present, classification of non-controlling interests outside of permanent equity is required. Consolidated net income attributable to the Company and to the non-controlling interests are identified and presented on the condensed consolidated statements of operations; changes in ownership interests in which the Company retains a controlling interest are accounted for as equity transactions. Certain transactions with non-controlling interests are classified within financing activities in the condensed consolidated statements of cash flows.

The condensed consolidated financial statements of the Company include all assets, liabilities, revenues and expenses of surgical facilities in which the Company has sufficient ownership and rights to allow the Company to consolidate the surgical facilities. Similar to its investments in non-consolidated affiliates, the Company regularly engages in the purchase and sale of ownership interests with respect to its consolidated subsidiaries that do not result in a change of control.

Non-Controlling Interests — Redeemable. Each of the partnerships and limited liability companies through which the Company owns and operates its surgical facilities is governed by a partnership or operating agreement. In certain circumstances, the partnership and operating agreements for the Company's surgical facilities provide that the facilities will purchase all of the physicians’ ownership if certain adverse regulatory events occur, such as it becoming illegal for the physicians 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 the non-controlling interests—redeemable follows (in thousands):



Balance at December 31, 2015	$	183,439
Net income attributable to non-controlling interests—redeemable	13,047
Acquisition and disposal of shares of non-controlling interests, net—redeemable	(1,157		)
Distributions to non-controlling interest —redeemable holders	(13,031		)
Balance at September 30, 2016	$	182,298

Variable Interest Entities

The condensed consolidated financial statements include the accounts of variable interest entities in which the Company is the primary beneficiary under the provisions of Accounting Standards Codification Topic ("ASC") 810, Consolidation. As of September 30, 2016 and December 31, 2015, the variable interest entities include four surgical facilities, three anesthesia practices and one physician practice. The Company has the power to direct the activities that most significantly impact the variable interest entity's economic performance. Additionally, the Company would absorb the majority of the expected losses of these entities should they occur. As of September 30, 2016 and December 31, 2015, the condensed consolidated balance sheets of the Company included total assets of $95.6 million and $104.2 million, respectively, and total liabilities of $11.3 million and $13.2 million, respectively, related to the Company's variable interest entities.

Equity Method Investments

The Company has non-consolidating investments in surgical facilities and management companies that own or manage surgical facilities. These investments are accounted for using the equity method of accounting. The total amount of these investments included in investments in and advances to affiliates in the condensed consolidated balance sheets was $34.3 million and $34.1 million as of September 30, 2016 and December 31, 2015, respectively.

Reclassifications

Certain reclassifications have been made to the comparative periods' financial statements to conform to the three and nine months ended September 30, 2016 presentation.

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. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments are of a normal, recurring nature. Actual results could differ from those estimates.

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 quoted prices in active markets for identical assets or liabilities (Level 1), inputs other than quoted prices in active markets that are either directly or indirectly observable (Level 2), or unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions (Level 3), 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.

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



	Carrying Amount				Fair Value
	September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015

2014 First Lien Credit Agreement, net of debt issuance costs and discount	$	912,957	$	839,701	$	912,957	$	828,816
2014 Second Lien Credit Agreement, net of debt issuance costs and discount	$	—	$	237,532	$	—	$	225,382
Senior Unsecured Notes, net of debt issuance costs and discount	$	387,382	$	—	$	412,077	$	—

The fair values of the 2014 First Lien Credit Agreement, 2014 Second Lien Credit Agreement and Senior Unsecured Notes, as defined in Note 4 on Long-Term Debt, were based on a Level 2 computation using quoted prices for identical liabilities in inactive markets at September 30, 2016 and December 31, 2015, as applicable. The carrying amounts related to the Company's other long-term debt obligations approximate their fair values.

The Company maintains a supplemental executive retirement savings plan (the "SERP") for certain executive officers. The SERP is a non-qualified deferred compensation plan for eligible executive officers and other key employees of the Company that allows participants to defer portions of their compensation. The fair value of the SERP asset and liability was based on a quoted market price, or a Level 1 computation. The fair value of the assets in the SERP were $1.7 million and $1.6 million as of September 30, 2016 and December 31, 2015, respectively, and are included in other long-term assets in the condensed consolidated balance sheets. The Company had a liability related to the SERP of $1.7 million and $1.6 million as of September 30, 2016 and December 31, 2015, respectively, which was included in other long-term liabilities in the condensed consolidated balance sheets.

Revenues

The Company recognizes revenues in the period in which the services are performed. Patient service revenues and receivables from third-party payors are recorded net of estimated contractual adjustments and allowances, which the Company estimates based on the historical trend of its cash collections and contractual write-offs, accounts receivable agings, established fee schedules, contracts with payors and procedure statistics.

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



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Patient service revenues:
Surgical facilities revenues	90.4	%	91.2	%	90.6	%	92.0	%
Ancillary services revenues	8.0	%	6.8	%	7.5	%	5.9	%
	98.4	%	98.0	%	98.1	%	97.9	%
Other service revenues:
Optical services revenues	1.1	%	1.5	%	1.2	%	1.6	%
Other	0.5	%	0.5	%	0.7	%	0.5	%
	1.6	%	2.0	%	1.9	%	2.1	%
Total revenues	100.0	%	100.0	%	100.0	%	100.0	%

Patient service revenues. The fee charged for healthcare 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 on the date of service, net of estimated contractual adjustments and discounts from third-party payors, including Medicare and Medicaid. Changes in estimated contractual adjustments and discounts are recorded in the period of change. During the three and nine months ended September 30, 2016, the Company recognized an increase to patient service revenues as a result of changes in estimates to third-party settlements related to prior years of approximately $4.7 million and $6.7 million, respectively.

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 thousands):



	Three Months Ended September 30,
	2016				2015
	Amount		%		Amount		%
Patient service revenues:
Private insurance	$	140,637	50.6	%	$	124,107	52.9	%
Government	111,929		40.2	%	95,050		40.5	%
Self-pay	5,389		1.9	%	3,336		1.4	%
Other	20,240		7.3	%	12,306		5.2	%
Total patient service revenues	$	278,195	100.0	%	$	234,799	100.0	%
Other service revenues:
Optical service revenues	$	3,203			$	3,621
Other revenues	1,284				1,179
Total net revenues	$	282,682			$	239,599



	Nine Months Ended September 30,
	2016				2015
	Amount		%		Amount		%
Patient service revenues:
Private insurance	$	418,798	50.9	%	$	368,003	54.0	%
Government	331,041		40.2	%	264,731		38.8	%
Self-pay	13,814		1.7	%	12,519		1.8	%
Other	59,313		7.2	%	37,007		5.4	%
Total patient service revenues	$	822,966	100.0	%	$	682,260	100.0	%
Other service revenues:
Optical service revenues	$	10,222			$	11,112
Other revenues	6,249				3,197
Total net revenues	$	839,437			$	696,569

Other service revenues. Optical service revenues consist of product sales from the Company's optical laboratories as well as handling charges billed to the members of the Company's optical products purchasing organization and sales from the Company's marketing products and services business. The Company's optical products purchasing organization negotiates volume buying discounts with optical products manufacturers. The buying discounts and any handling charges billed to the members of the buying group represent the revenue recognized for financial reporting purposes. Revenue is recognized as orders are shipped to members. The Company bases its estimates for sales returns and discounts on historical experience and has not experienced significant fluctuations between estimated and actual return activity and discounts given. The Company's optical laboratories manufacture and distribute corrective lenses and eyeglasses to ophthalmologists and optometrists. Revenue is recognized when product is shipped, net of allowance for discounts. The Company's marketing products and services businesses recognize revenue when product is shipped or services are rendered.

Other 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. 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 services are rendered.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash and cash equivalent balances at high credit quality financial institutions.

Accounts Receivable and Allowances for Contractual Adjustments and Doubtful Accounts

Accounts receivable are recorded net of contractual adjustments and allowances for doubtful accounts to reflect accounts receivable at net realizable value. Accounts receivable consists of receivables from federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies, 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. As of September 30, 2016 and December 31, 2015, the Company had third-party settlements of $2.2 million and $5.2 million, respectively, in other current liabilities in the condensed consolidated balance sheets.

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 significant. The Company's policy is to collect co-payments and deductibles prior to providing medical services. It is also the Company's policy to verify a patient’s insurance 72 hours prior to the patient’s procedure. 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 analyzes accounts receivable at each of its facilities to ensure the proper aged category and collection assessment. At a consolidated level, the Company's policy is to review accounts receivable aging, by facility, to determine the appropriate allowance for doubtful accounts. Patient account balances are reviewed for delinquency based on contractual terms. This review is supported by an analysis of the actual revenues, contractual adjustments and cash collections received. An account balance is written off only after the Company has pursued collection with legal or collection agency assistance or otherwise has deemed an account to be uncollectible.

The receivables related to the Company's optical products purchasing organization are recognized separately from patient accounts receivable, as discussed above, and are included in other current assets in the condensed consolidated balance sheets. Such receivables were $8.4 million as of both September 30, 2016 and December 31, 2015.

Inventories

Inventories, which consist primarily of medical and drug supplies, are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method.

Prepaid Expenses and Other Current Assets

A summary of prepaid expenses and other current assets follows (in thousands):



	September 30, 2016		December 31, 2015

Prepaid expenses	$	11,518	$	7,409
Receivables - optical product purchasing organization	8,407		8,434
Acquisition escrow receivable	—		8,000
Other current assets	10,388		10,777
Total	$	30,313	$	34,620

Property and Equipment

Property and equipment are stated at cost or, if obtained through acquisition, at fair value determined on the date of acquisition. Depreciation is recognized using the straight-line method over the estimated useful lives of the assets, generally three to five years for computers and software and five to seven years for furniture and equipment. Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term or the estimated useful life of the assets. Routine maintenance and repairs are expensed as incurred, while expenditures that increase capacities or extend useful lives are capitalized.

A summary of property and equipment follows (in thousands):



	September 30, 2016			December 31, 2015

Land	$	8,082		$	6,790
Buildings and improvements	111,371			104,971
Furniture and equipment	15,006			14,520
Computer and software	29,159			24,597
Medical equipment	117,556			96,291
Construction in progress	5,165			7,619
Property and equipment, at cost	286,339			254,788
Less: Accumulated depreciation	(86,737		)	(70,238		)
Property and equipment, net	$	199,602		$	184,550

The Company also leases certain facilities and equipment under capital leases. Assets held under capital leases are stated at the present value of minimum lease payments at the inception of the related lease. Such assets are depreciated on a straight-line basis over the lesser of the lease term or the remaining useful life of the leased asset. The carrying values of assets under capital lease were $14.6 million and $12.3 million as of September 30, 2016 and December 31, 2015, respectively, net of accumulated depreciation of $10.9 million and $10.5 million, respectively.

Intangible Assets

The Company has indefinite-lived intangible assets related to the certificates of need held in jurisdictions where certain of its surgical facilities are located. The Company also has finite-lived intangible assets related to physician guarantee agreements, non-compete agreements, management agreements and customer relationships. Physician income guarantees are amortized into salaries and benefits costs in the condensed consolidated statements of operations over the commitment period of the contract, generally three to four years. Non-compete agreements and management rights agreements are amortized into depreciation and amortization expense in the condensed consolidated statements of operations over the service lives of the agreements, ranging from two to 20 years for non-compete agreements and 15 years for the management rights agreements. Customer relationships are amortized into depreciation and amortization expense in the condensed consolidated statements of operations over the estimated lives of the relationships, ranging from three to ten years.

A summary of the activity related to intangible assets for the nine months ended September 30, 2016 follows (in thousands):



	Physician Income Guarantees			Management Rights			Non-Compete Agreements			Certificates of Need		Customer Relationships			Other			Total Intangible Assets

Balance at December 31, 2015	$	1,212		$	23,026		$	18,571		$	3,711	$	4,936		$	2,112		$	53,568
Additions	210			—			2,553			—		—			—			2,763
Disposals	—			—			—			—		(22		)	—			(22		)
Recruitment expense	(482		)	—			—			—		—			—			(482		)
Amortization	—			(1,303		)	(4,588		)	—		(910		)	(353		)	(7,154		)
Balance at September 30, 2016	$	940		$	21,723		$	16,536		$	3,711	$	4,004		$	1,759		$	48,673

Goodwill

Goodwill represents the fair value of the consideration provided in an acquisition 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 activity related to goodwill for the nine months ended September 30, 2016 follows (in thousands):



Balance at December 31, 2015	$	1,407,927
Acquisitions	123,796
Purchase price adjustments	(353		)
Balance at September 30, 2016	$	1,531,370

Impairment of Long-Lived Assets, Goodwill and Intangible Assets

The Company evaluates the carrying value of long-lived assets when impairment indicators are present or when circumstances indicate that impairment may exist in accordance with ASC 350, Intangibles- Goodwill and Other. The Company performs an impairment test by preparing an expected undiscounted cash flow projection. If the projection indicates that the recorded amount of the long-lived asset is not expected to be recovered, the carrying value is reduced to estimated fair value. The cash flow projection and fair value represents management’s best estimate, using appropriate and customary assumptions, projections and methodologies, at the date of evaluation. The Company tests its goodwill and intangible assets for impairment at least annually, or more frequently if certain indicators arise.

Restricted Invested Assets

Restricted invested assets of $315,000 and $316,000 at September 30, 2016 and December 31, 2015, respectively, were related to a requirement under the operating lease agreement at the Company's Chesterfield, Missouri facility. In accordance with the provisions of the lease agreement, the Company has a deposit with the landlord that shall be held as security for performance under the Company's covenants and obligations within the agreement through January 2024.

Other Long-Term Assets

A summary of other long-term assets follows (in thousands):



	September 30, 2016		December 31, 2015
Notes receivable	$	809	$	212
Deposits	4,792		2,475
Assets of SERP	1,659		1,606
Debt issuance costs	1,593		2,005
Other	4,977		4,211
Total	$	13,830	$	10,509

Other Current Liabilities

A summary of other current liabilities follows (in thousands):



	September 30, 2016		December 31, 2015
Interest payable	$	18,844	$	5,410
Current taxes payable	3,243		1,977
Insurance liabilities	6,097		5,476
Third-party settlements	2,220		5,222
Acquisition consideration payable	—		16,768
Amounts due to patients and payors	14,428		11,424
Other accrued expenses	26,259		22,133
Total	$	71,091	$	68,410

The acquisition consideration payable is related to the acquisition of Symbion Holdings Corporation ("Symbion") and was funded to an escrow account on May 3, 2016.

Other Long-Term Liabilities

A summary of other long-term liabilities follows (in thousands):



	September 30, 2016		December 31, 2015
Facility lease obligations	$	53,013	$	53,927
Medical malpractice liability	6,339		6,339
Liability of SERP	1,659		1,608
Contingent consideration obligation	14,892		14,049
Unfavorable lease liability	1,752		1,996
Other long-term liabilities	9,774		7,694
Total	$	87,429	$	85,613

The Company has facility lease obligations in connection with the surgical hospital located in Idaho Falls, Idaho and with a radiation oncology building at this facility. The obligation is payable to the lessor of this facility for the land, building and improvements. The current portion of the lease obligation was $1.0 million and $797,000 at September 30, 2016 and December 31, 2015, respectively, and was included in other current liabilities in the condensed consolidated balance sheets. The total of the facility lease obligations related to the surgical hospital and radiation oncology building in Idaho Falls, Idaho was $50.2 million and $50.8 million at September 30, 2016 and December 31, 2015, respectively.

In addition, the Company has a facility lease obligation with a surgical facility in Ocala, Florida. The obligation is payable to the lessor of this facility for the building. The current portion of the lease obligation was $179,000 and $169,000 at September 30, 2016 and December 31, 2015, respectively, and was included in other current liabilities in the condensed consolidated balance sheets. The total of the facility lease obligations related to the surgical facility in Ocala, Florida was $4.0 million and $4.1 million at September 30, 2016 and December 31, 2015, respectively.

Operating Leases

The Company leases office space and equipment for its surgical facilities, including surgical facilities under development. The lease agreements generally require the lessee, or the Company, to pay all maintenance, property taxes, utilities and insurance costs. The Company accounts for operating lease obligations and sublease income on a straight-line basis. Contingent obligations of the Company, as defined by each lease agreement, are recognized when specific contractual measures have been met, typically the result of an increase in the Consumer Price Index. Lease obligations paid in advance are recorded as prepaid rent and included in prepaid expenses and other current assets on the condensed consolidated balance sheets. The difference between actual lease payments and straight-line lease expense over the initial lease term, excluding optional renewal periods, is recorded as deferred rent and included in other current liabilities and other long-term liabilities on the condensed consolidated balance sheets.

Equity-Based Compensation

Transactions in which the Company receives employee and non-employee services in exchange for the Company’s equity instruments or liabilities that are based on the fair value of the Company’s equity securities or may be settled by the issuance of these securities are accounted for using a fair value method. Prior to the Reorganization, on the grant date, the Company employed a market approach to estimate the fair value of equity-based awards based on various considerations and assumptions, including implied earnings multiples and other metrics of relevant market participants, the Company’s operating results and forecasted cash flows and the Company’s capital structure. Such estimates required the input of highly subjective, complex assumptions. However, such assumptions are no longer required to determine fair value of shares of the Company’s common stock as its underlying shares began trading publicly during the fourth quarter of 2015. The Company applies the Black-Scholes-Merton method of valuation in determining share-based compensation expense for option awards.

The Company’s policy is to recognize compensation expense using the straight line method over the relevant vesting period for units that vest based on time. Prior to the Reorganization, employees held membership units in Surgery Center Holdings, LLC, and the associated expense was referred to as unit-based compensation. In connection with the Reorganization, the Company’s board of directors and stockholders adopted the Surgery Partners, Inc. 2015 Omnibus Incentive Plan from which the Company’s future equity-based awards will be granted. Following the Reorganization, such expense is referred to as equity-based compensation.

Professional, General and Workers' Compensation Insurance

The Company maintains general liability and professional liability insurance in excess of self-insured retentions through third party commercial insurance carriers in amounts that management believes is sufficient for the Company's operations, although, potentially, some claims may exceed the scope of coverage in effect. The professional and general insurance coverage is on a claims-made basis. Workers' compensation insurance is on an occurrence basis.

The Company expenses the costs under the self-insured retention exposure for general and professional liability and workers compensation claims which relate to (i) claims made during the policy period, which are offset by insurance recoveries and (ii) an estimate of claims incurred but not yet reported that are expected to be reported after the policy period expires. Reserves and provisions are based upon actuarially determined estimates. The reserves are estimated using individual case-basis valuations and actuarial analysis. Reserves for professional, general and workers' compensation claim liabilities are determined with no regard for expected insurance recoveries and are presented gross on the condensed consolidated balance sheets. Total professional, general and workers' compensation claim liabilities as of September 30, 2016 and December 31, 2015 were $9.3 million and $9.5 million, respectively. The balance includes expected insurance recoveries of $6.1 million and $6.3 million as of September 30, 2016 and December 31, 2015, respectively.

Income Taxes and Tax Receivable Agreement

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 net operating loss carryforward exists, the Company makes a determination as to whether that net operating loss carryforward will be utilized in the future. A valuation allowance is established for certain net operating loss 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 these estimates and related assumptions change in the future, the Company may be required to adjust its deferred tax valuation allowances.

The Company, or one or more of its subsidiaries, files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations for years prior to 2011.

As part of the Reorganization that was effective September 30, 2015, the Company entered into a Tax Receivable Agreement (“TRA”) under which generally the Company will be required to pay to its stockholders as of immediately prior to the IPO 85% of the cash savings, if any, in U.S. federal, state or local tax that the Company actually realizes (or is deemed to realize in certain circumstances) as a result of (i) certain tax attributes, including NOLs, capital losses, charitable deductions, alternative minimum tax credit carryforwards and federal and state tax credits of Surgery Partners, Inc. and its affiliates relating to taxable years ending on or before the date of the Reorganization (calculated by assuming the taxable year of the relevant entity closes on the date of the Reorganization) that are or become available to the Company and its wholly-owned subsidiaries as a result of the Reorganization, and (ii) tax benefits attributable to payments made under the TRA, together with interest accrued at a rate of LIBOR plus 300 basis points from the date the applicable tax return is due (without extension) until paid.

The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character and timing of the taxable income of Surgery Partners, Inc. in the future. At September 30, 2016, the Company estimates the total amounts payable to be approximately $123.6 million, if the tax benefits of related deferred tax assets are ultimately realized.

The Company and its subsidiaries file a consolidated federal income tax return. The partnerships, limited liability companies, and certain non-consolidated physician practice corporations 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.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers," which outlines a single comprehensive model for recognizing revenue and supersedes most existing revenue recognition guidance, including guidance specific to the healthcare industry. This ASU provides companies the option of applying a full or modified retrospective approach upon adoption. This ASU was originally set to be effective for fiscal years beginning after December 15, 2016, and early adoption was not permitted. In July 2015, the FASB deferred the effective date for the standard to be effective for fiscal years beginning after December 15, 2017. The FASB will now permit companies to early adopt within one year of the new effective date. The Company will adopt this ASU on January 1, 2018 and is currently evaluating its plan for adoption and the impact on the Company's revenue recognition policies, procedures and the resulting impact on the Company's condensed consolidated financial position, results of operations and cash flows.

In February 2015, the FASB issued ASU 2015-02 “Amendments to the Consolidation Analysis,” which amends the current consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities will be considered a variable-interest entity unless the limited partners hold substantive kick-out rights or participating rights. The provisions of ASU 2015-02 are effective for annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The Company adopted this ASU on January 1, 2016. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial position, results of operations, cash flows and financial disclosures.

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs," which simplifies the presentation of debt issuance costs by requiring debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, and the new guidance should be applied retrospectively. The Company adopted this ASU on January 1, 2016 retrospectively for all periods presented. As a result of the adoption of this ASU, the Company reclassified approximately $2.2 million at December 31, 2015 from deferred loan costs to long-term debt. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial position, results of operations, cash flows and financial disclosures.

In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” which clarifies the Securities and Exchange Commission (“SEC”) staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements given the lack of guidance on this topic in ASU 2015-03. The SEC staff has announced that it would “not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement.” The Company adopted this ASU on January 1, 2016 retrospectively for all periods presented. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial position, results of operations, cash flows and financial disclosures.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments” which eliminates the requirement for an acquirer to retrospectively adjust its financial statements for changes to provisional amounts that are identified during the measurement-period following the consummation of a business combination. Instead, ASU 2015-16 requires these types of adjustments to be made during the reporting period in which they are identified and would require additional disclosure or separate presentation of the portion of the adjustment that would have been recorded in the previously reported periods as if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those years. The Company adopted this ASU on January 1, 2016. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial position, results of operations, cash flows and financial disclosures.

In February 2016, the FASB issued ASU 2016-02, “Leases,” which will require, among other items, lessees to recognize most leases as assets and liabilities on the balance sheet. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this new guidance may have on the condensed consolidated financial position, results of operations and cash flows.

In March 2016, the FASB issued ASU 2016-07, “Investments- Equity Method and Joint Ventures,” which allows investments that now meet equity method treatment that were previously accounted for under a different method to apply the equity method prospectively from the date the investment qualifies for equity method treatment. ASU 2016-07 is effective prospectively for fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted. The Company is currently evaluating the impact this new guidance may have on the condensed consolidated financial position, results of operations and cash flows.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which simplifies the accounting for share-based payments including the income tax consequences, classification of certain awards and treatment of forfeitures. ASU 2016-09 is effective prospectively for fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted. The Company early adopted this ASU during the first quarter of 2016. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial position, results of operation, cash flows and financial disclosures.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which clarifies the classification of certain cash receipts and cash payments on the statement of cash flows. ASU 2016-15 is effective retrospectively for fiscal years beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted. The Company is currently evaluating the impact this new guidance may have on the condensed consolidated cash flows.

Acquisitions and Developments

9 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

Acquisitions and Developments

The Company accounts for its business combinations in accordance with the fundamental requirements of the acquisition method of accounting and under the premise that an acquirer can be identified for each business combination. The acquirer is the entity that obtains control of one or more businesses in the business combination and the acquisition date is the date the acquirer achieves control. The assets acquired, liabilities assumed and any non-controlling interests in the acquired business at the acquisition date are recognized at their fair values as of that date, and the direct costs incurred in connection with the business combination are recorded and expensed separately from the business combination. Acquisitions in which the Company is able to exert significant influence but does not have control are accounted for using the equity method.

2016 Transactions

During the nine months ended September 30, 2016, the Company acquired a controlling interest in two surgical facilities and an anesthesia practice in a new market and a surgical facility which was merged into an existing facility and an anesthesia practice in an existing market for $35.5 million. The Company additionally completed acquisitions in existing markets of an urgent care facility, six physician practices and an integrated physician practice which includes an ASC, a lab and a pharmacy for a combined purchase price of $94.8 million, net of $16.6 million of contingent acquisition consideration. The acquisitions were funded through cash from operations, proceeds from the 2014 First Lien Credit Agreement and revolver proceeds.

The aggregate amounts preliminarily recognized as of the acquisition date for each major class of assets and liabilities assumed in the acquisitions closed during the nine months ended September 30, 2016 are as follows:



Cash consideration	$	114,200
Fair value of non-controlling interests	21,218
Aggregate fair value of acquisitions	135,418
Net assets acquired:
Cash and cash equivalents	4,625
Accounts receivable	5,210
Other current assets	489
Property and equipment	3,763
Intangible assets	2,553
Long-term assets	56
Accounts payable	(1,377		)
Other current liabilities	(3,697		)
Net assets acquired	11,622
Excess of fair value over identifiable net assets acquired	$	123,796

The fair values assigned to certain assets and liabilities assumed by the Company have been estimated on a preliminary basis and are subject to change as new facts and circumstances emerge that were present at the date of acquisition.

In accordance with ASC 805, Business Combinations, contingent consideration with a continuing employment provision is recognized ratably over the defined performance period as compensation expense. As of September 30, 2016, the Company estimates it may have to pay $16.6 million in future contingent purchase compensation expense over the remaining performance periods. These payments will be made should the requirements for continuing employment agreed to in the respective acquisition agreements be met. The contingent acquisition compensation expense recognized for the nine months ended September 30, 2016 was $3.1 million and is included as a component of general and administrative expense (and parenthetically disclosed) in the results of the Company's operations.

Estimated contingent acquisition compensation expense subsequent to September 30, 2016 is as follows (in thousands):



For the remainder of 2016	$	2,033
2017	7,476
2018	6,754
2019	1,311
Total	$	17,574

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1490-128463

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1392-128463

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7008-128479

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1486-128463

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4845-128472

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1500-128463

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1524-128463

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7000-128479

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4922-128472

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4934-128472

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4926-128472

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1383-128463

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6996-128479

+ Details

Long-Term Debt

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Long-Term Debt

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



	September 30, 2016			December 31, 2015

2014 Revolver Loan	$	32,000		$	125,250
2014 First Lien Credit Agreement	934,375			861,300
2014 Second Lien Credit Agreement	—			246,500
Senior Unsecured Notes	400,000			—
Subordinated Notes	1,000			1,000
Notes payable and secured loans	40,166			40,615
Capital lease obligations	13,425			11,316
Less: unamortized debt issuance costs and discount	(34,037		)	(30,622		)
Total debt	1,386,929			1,255,359
Less: Current maturities	29,105			27,247
Total long-term debt	$	1,357,824		$	1,228,112

2014 Revolver Loan

The 2014 Revolver Loan (“Revolver”), entered into on November 3, 2014, is a revolving credit facility used for working capital, acquisitions and development activities and general corporate purposes and matures on November 3, 2019. On October 7, 2015, the Company entered into an amendment to the 2014 First Lien Credit Agreement to increase certain lenders’ commitments under the Revolver from $80.0 million to an aggregate principal amount at any time outstanding not to exceed $150.0 million.

The Company has the option of classifying borrowings under the Revolver as either Alternate Base Rate ("ABR") loans or Eurodollar ("ED") loans. The interest base rate on an ABR loan is equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) the adjusted LIBO Rate for a Eurodollar Borrowing with a one-month interest period plus 1.00%. In addition to the base rate, the Company is required to pay a 3.25% margin for ABR loans. The interest base rate on an ED loan is equal to (x) the LIBO Rate for such Eurodollar borrowing in effect for such Interest Period divided by (y) One minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such interest period. In addition to the base rate, the Company is required to pay a 4.25% margin for ED loans. The Company must also pay quarterly commitment fees of 0.50% per annum of the average daily unused amount of the Revolver. As of September 30, 2016, the Company's availability on the Revolver was $114.9 million (including outstanding letters of credit of $3.1 million).

The 2014 First Lien Credit Agreement governs the Revolver and contains various covenants that include limitations on the Company's indebtedness, liens, acquisitions and investments. It additionally includes the requirement that, if triggered, the Company maintain a net leverage ratio within a specified range. As of September 30, 2016, the Company was in compliance with the covenants contained in the 2014 First Lien Credit Agreement.

2014 First Lien Credit Agreement

The 2014 First Lien Credit Agreement (“2014 First Lien”), entered into on November 3, 2014, is a senior secured obligation of Surgery Center Holdings, Inc. and is guaranteed on a senior secured basis by certain subsidiaries of the Company. The 2014 First Lien matures on November 3, 2020. On March 24, 2016, Surgery Center Holdings, Inc. and certain subsidiaries of the Company entered into an amendment to the 2014 First Lien to obtain an incremental term loan in an aggregate principal amount of $80.0 million, which increased the total term loan obligation under the 2014 First Lien to $950.0 million. The Company used the proceeds of the incremental term loan to fund certain proposed acquisitions and for other corporate purposes. On September 26, 2016, the Company entered into an amendment to the 2014 First Lien to reduce the interest margins for an ABR loan to 2.75% and for an ED loan to 3.75%.

The Company has the option of classifying the 2014 First Lien as either an ABR loan or an ED loan. The interest base rate on an ABR loan is equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50%, and (c) the Adjusted LIBO Rate for a Eurodollar Borrowing with a one-month interest period plus 1.00%; provided that the base rate shall not be less than 2.00% per annum. In addition to the base rate, the Company is required to pay a 2.75% margin for ABR loans. The interest base rate on an ED loan is equal to (x) the LIBO Rate for such Eurodollar borrowing in effect for such Interest Period divided by (y) One minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such interest period; provided that the rate shall not be less than 1.00% per annum. In addition to the base rate, the Company is required to pay a 3.75% margin for ED loans. Accrued interest is payable in arrears on a quarterly basis. Within five business days after the earlier of (i) 90 days after the end of each fiscal year or (ii) the date on which financial statements have been delivered, the Company is required to make mandatory prepayments in amounts calculated in accordance with the excess cash flow provisions of the 2014 First Lien Credit Agreement. There were no excess cash flow payments required as of September 30, 2016.

In connection with the incremental loan of $80.0 million in March 2016, the Company recorded an additional $1.6 million and $3.3 million as original issue discount and amounts paid to lender for debt related issuance costs, respectively. In connection with the amendment in September 2016, the Company incurred a loss on debt refinancing of $3.6 million which included the write off of loan costs.

The 2014 First Lien Credit Agreement governs the 2014 First Lien and contains various covenants that include limitations on the Company's indebtedness, liens, acquisitions and investments. As of September 30, 2016, the Company was in compliance with the covenants contained in the 2014 First Lien Credit Agreement. The 2014 First Lien is collateralized by substantially all of the assets of the Company.

2014 Second Lien Credit Agreement

The 2014 Second Lien Credit Agreement (“2014 Second Lien”), entered into on November 3, 2014, was prepaid in full on March 31, 2016 as described below. The 2014 Second Lien was a senior secured obligation of Surgery Center Holdings, Inc. and was guaranteed on a senior secured basis by the Company and certain of its subsidiaries. On March 31, 2016, the Company repaid the remaining principal of the 2014 Second Lien of $252.8 million with the proceeds of the issuance of the Senior Unsecured Notes, defined below, of which $1.3 million was accrued interest. In connection with the prepayment, the Company incurred a loss on debt refinancing of $8.3 million which included the write-off of loan costs and the original issue discount and a prepayment penalty.

Senior Unsecured Notes

Effective March 31, 2016, one of the Company's subsidiaries, Surgery Center Holdings, Inc., issued $400.0 million in gross proceeds of senior unsecured notes due April 15, 2021 (the "Senior Unsecured Notes"). The Senior Unsecured Notes bear interest at the rate of 8.875% per year, payable semi-annually on April 15 and October 15 of each year. The Senior Unsecured Notes are a senior unsecured obligation of Surgery Center Holdings, Inc. and are guaranteed on a senior unsecured basis by each of Surgery Center Holdings, Inc.'s existing and future domestic wholly owned restricted subsidiaries that guarantees the Revolver and the 2014 First Lien.

The Company may redeem up to 35% of the aggregate principal amount of the Senior Unsecured Notes, at any time before April 15, 2018, with the net cash proceeds of certain equity offerings at a redemption price equal to 108.875% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption, provided that at least 50% of the aggregate principal amount of the Senior Unsecured Notes remain outstanding immediately after the occurrence of such redemption and such redemption occurs within 180 days of the date of the closing of any such qualified equity offering.

The Company may redeem the Senior Unsecured Notes, in whole or in part, at any time prior to April 15, 2018 at a price equal to 100.000% of the principal amount of the notes redeemed plus an applicable make-whole premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. The Company may redeem the Senior Unsecured Notes, in whole or in part, at any time on or after April 15, 2018, plus accrued and unpaid interest, if any, to the date of redemption plus a redemption price equal to a percentage of the principal amount of the notes redeemed based on the following redemption schedule:



April 15, 2018 to April 14, 2019	106.656	%
April 15, 2019 to April 14, 2020	104.438	%
April 15, 2020 and thereafter	100.000	%

If one of the Company's subsidiaries, Surgery Center Holdings, Inc., experiences a change in control under certain circumstances, it must offer to purchase the notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase.

The Senior Unsecured Notes contain customary affirmative and negative covenants, which among other things, limit the Company’s ability to incur additional debt, pay dividends, create or assume liens, effect transactions with its affiliates, guarantee payment of certain debt securities, sell assets, merge, consolidate, enter into acquisitions and effect sale and leaseback transactions.

In connection with the offering of the Senior Unsecured Notes, the Company recorded debt issuance costs of $8.4 million.

Subordinated Notes

Effective April 11, 2013, the Company amended and reduced the size of its subordinated debt facility ("Subordinated Notes") to $1.0 million from $53.8 million. The Subordinated Notes, owed to H.I.G. Surgery Centers, LLC, mature on August 4, 2017. Effective January 1, 2014, the Subordinated Notes bear interest of 17.00% per annum.

Notes Payable and Secured Loans

Certain of the Company’s subsidiaries have outstanding bank indebtedness, which is collateralized by the real estate and equipment owned by the surgical facilities to which the loans were made. The various bank indebtedness agreements contain covenants to maintain certain financial ratios and also restrict encumbrance of assets, creation of indebtedness, investing activities and payment of distributions. At September 30, 2016, the Company was in compliance with its covenants contained in the credit agreement. The Company and its subsidiaries had notes payable to financial institutions of $40.2 million and $40.6 million as of September 30, 2016 and December 31, 2015, respectively. The Company and its subsidiaries also provide a corporate guarantee of certain indebtedness of the Company’s subsidiaries.

Capital Lease Obligations

The Company is liable to various vendors for several equipment leases classified as capital leases. The carrying value of the leased assets was $14.6 million and $12.3 million as of September 30, 2016 and December 31, 2015, respectively.

Earnings Per Share

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Earnings Per Share

Basic and diluted earnings per share are calculated in accordance with ASC 260, Earnings Per Share, 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. The following is a reconciliation of the numerator and denominator of basic and diluted earnings per share for the three and nine months ended September 30, 2016 and 2015 (in thousands except share and per share amounts):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015

Numerator:
Net loss attributable to Surgery Partners, Inc.	$	(2,338	)	$	(3,122	)	$	(7,409	)	$	(15,310	)

Denominator:
Weighted average shares outstanding- basic ⁽¹⁾	48,019,652			32,054,089			48,018,706			32,054,089
Effect of dilutive securities ⁽²⁾	—			—			—			—
Weighted average shares outstanding- diluted	48,019,652			32,054,089			48,018,706			32,054,089

Net loss per share:
Basic	$	(0.05	)	$	(0.10	)	$	(0.15	)	$	(0.48	)
Diluted ⁽²⁾	$	(0.05	)	$	(0.10	)	$	(0.15	)	$	(0.48	)

Securities outstanding not included in the computation of diluted loss per share as their effect is antidilutive:
Stock options	586			4,473			345			4,473
Restricted shares	369,545			1,813,428			337,915			1,800,920

⁽¹⁾ Effect of the Reorganization has been retrospectively applied to the three and nine months ended September 30, 2015.

⁽²⁾The impact of potentially dilutive securities for the three and nine months ended September 30, 2016 and 2015 was not considered because the effect would be anti-dilutive in each of those periods.

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2016
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions On December 24, 2009, the Company and Bayside Capital, Inc. (or "Bayside"), an affiliate of H.I.G. Capital, LLC (or "H.I.G."), entered into a Management and Investment Advisory Services Agreement ("Management Agreement") pursuant to which the Company received certain management, consulting and financial advisory services. Effective November 3, 2014, the Management Agreement was amended pursuant to the Symbion acquisition and the management fee was increased to $3.0 million annually. Fees related to the Management Agreement for the nine months ended September 30, 2015 are recognized as general and administrative expense in the accompanying condensed consolidated statements of operations. Bayside was paid a transaction fee pursuant to the Management Agreement of $5.4 million in connection with the IPO and the Management Agreement was terminated upon the completion of the IPO.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References + Details

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Lease and Debt Guarantees of Non-Consolidated Facilities As of September 30, 2016 and December 31, 2015, the Company had guaranteed approximately $49,000 and $160,000, respectively, of operating lease payments for a non-consolidated surgical facility. These operating leases typically have 10-year terms, with optional renewal periods. Professional, General and Workers' Compensation 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. To cover these claims, the Company maintains general liability and professional liability insurance in excess of self-insured retentions through third party commercial insurance carriers in amounts that management believes is sufficient for the Company's operations, although, potentially, some claims may exceed the scope of coverage in effect. The professional and general insurance coverage is on a claims-made basis. Workers' compensation insurance is on an occurrence basis. 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 would have a material adverse effect on the Company's business, financial condition or results of operations. Laws and Regulations Laws and regulations governing the Company's business, including those relating to the Medicare and Medicaid programs, are complex and subject to interpretation. These laws and regulations govern every aspect of how the Company's surgical facilities conduct their operations, from licensing requirements to how and whether the Company's facilities may receive payments pursuant to the Medicare and Medicaid programs. Compliance with such laws and regulations can be subject to future government agency review and interpretation as well as legislative changes to such laws. Noncompliance with such laws and regulations may subject the Company to significant regulatory action including fines, penalties, and exclusion from the Medicare, Medicaid and other federal healthcare programs. From time to time, governmental regulatory agencies will conduct inquiries of the Company's practices, including, but not limited to, the Company's compliance with federal and state fraud and abuse laws, billing practices and relationships with physicians. It is the Company's current practice and future intent to cooperate fully with such inquiries. The Company is not aware of any such inquiry that would have a material adverse effect on the Company's business, results of operations or financial condition. Acquired Facilities The Company, through its wholly-owned subsidiaries or controlled partnerships and limited liability companies, has acquired and will continue to acquire surgical facilities with prior operating histories. Such facilities may have unknown or contingent liabilities, including liabilities for failure to comply with healthcare laws and regulations, such as billing and reimbursement, fraud and abuse and similar anti-referral laws. Although the Company attempts to assure that no such liabilities exist, obtain indemnification from prospective sellers covering such matters and institute policies designed to conform centers to its standards following completion of acquisitions, there can be no assurance that the Company will not become liable for past activities that may later be asserted to be improper by private plaintiffs or government agencies. There can be no assurance that any such matter will be covered by indemnification or, if covered, that the liability sustained will not exceed contractual limits or the financial capacity of the indemnifying party. The Company cannot predict whether federal or state statutory or regulatory provisions will be enacted that would prohibit or otherwise regulate relationships which the Company has established or may establish with other healthcare providers or have materially adverse effects on its business or revenues arising from such future actions. Management believes, however, that it will be able to adjust the Company's operations so as to be in compliance with any statutory or regulatory provision as may be applicable. Potential Physician Investor Liability A majority of the physician investors in the partnerships and limited liability companies which operate the Company's surgical facilities carry general and professional liability insurance on a claims-made basis. Each partnership or limited liability company may, however, be liable for damages to persons or property arising from occurrences at the surgical facilities. Although the various physician investors and other surgeons generally are required to obtain general and professional liability insurance with tail coverage that extends beyond the period of any claims-made policies, such individuals may not be able to obtain coverage in amounts sufficient to cover all potential liability. Since most insurance policies contain exclusions, the physician investors will not be insured against all possible occurrences. In the event of an uninsured or underinsured loss, the value of an investment in the partnership interests or limited liability company membership units and the amount of distributions could be adversely affected. Contingent Consideration Pursuant to a purchase agreement dated December 24, 2009 (“the Purchase Agreement”), the Company acquired controlling interests in 36 business entities in various Florida locations which operate freestanding ASCs and provided anesthesia and pain management services (“the 2009 Acquisition”). The Purchase Agreement provided for maximum potential contingent consideration of up to $10.0 million based on operating results subsequent to the acquisition for the period from January 1, 2010 to December 31, 2010. Pursuant to the Purchase Agreement, the contingent consideration is payable as principal under a Subordinated Promissory Note that bears interest at 8%, the form of which was delivered concurrent with the Purchase Agreement. The balance is still outstanding due to ongoing litigation as a result of the civil claim. The Company has made indemnification claims against the Seller exceeding the amount of the contingent consideration liability which the Company has a contractual right of offset against the contingent consideration. The fair value of the contingent consideration liability, including accrued interest, as of September 30, 2016 and December 31, 2015 was $14.9 million and $14.0 million, respectively. In connection with an acquisition during the three months ended June 30, 2016, pursuant to the purchase agreement, the Company must pay consideration to the prior owners of the applicable facility should the requirements for continuing employment agreed to in the respective purchase agreements be met. As of September 30, 2016, the Company estimates it may have to pay $16.6 million in future contingent purchase compensation expense over the remaining performance periods. The contingent acquisition compensation expense recognized for the nine months ended September 30, 2016 was $3.1 million and is included as a component of general and administrative expense (and parenthetically disclosed) in the results of the Company's operations. Acquisition of Symbion The Company completed the acquisition of Symbion effective November 3, 2014. At closing, the Company funded $16.2 million of the purchase price to an escrow account. During 2015, $2.1 million of the escrow account was distributed based on a working capital settlement reducing the total amount funded on the escrow account to $14.0 million as of December 31, 2015. On May 3, 2016, the Company paid $16.6 million to fully fund the required balance in the escrow account. The amounts funded were materially consistent with the amounts stated within the purchase agreement. Subsequent to this funding, the escrow balance was fully distributed to the prior owners of Symbion.

Segment Reporting

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Segment Reporting

A public company is required to report annual and interim financial and descriptive information about its reportable operating segments. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or "CODM," in deciding how to allocate resources and in assessing performance.

The Company operates in three major lines of business that are also the Company's reportable operating segments - the operation of surgical facilities, the operation of optical services and the operation of ancillary services, which includes physician practices, a diagnostic laboratory and a specialty pharmacy.

During the second quarter of 2016, the Company reassessed its segment reporting and realigned the disclosures to reflect the review and decision making made by the Chief Operating Decision Maker (“CODM”). The purpose of these changes was to replace operating income with adjusted EBITDA as the primary profit/loss metric reviewed by the CODM in making key business decisions and on allocation of resources. The Company has revised the segment disclosures below to replace operating income with adjusted EBITDA and has provided a reconciliation from adjusted EBITDA back to net income in the reported condensed consolidated financial information. These changes had no effect on the Company’s reportable segments, which are presented consistent with prior periods.

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



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Revenues:
Surgical facility services	$	256,795	$	219,631	$	766,248	$	643,900
Ancillary services	22,684		16,347		62,967		41,557
Optical services	3,203		3,621		10,222		11,112
Total revenues	$	282,682	$	239,599	$	839,437	$	696,569



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Segment Adjusted EBITDA:
Surgical facility services	$	53,347		$	44,031		$	153,318		$	129,337
Ancillary services	2,573			4,957			9,141			13,257
Optical services	1,276			929			3,004			3,120
Total segment adjusted EBITDA ⁽³⁾	$	57,196		$	49,917		$	165,463		$	145,714

General and administrative expenses	$	(14,985	)	$	(11,236	)	$	(42,205	)	$	(34,944	)
Non-cash stock compensation expense	691			426			1,326			1,279
Contingent acquisition compensation expense	1,530			—			3,060			—
Management fee⁽⁴⁾	—			750			—			2,250
Acquisition related costs	316			—			1,561			—

Total adjusted EBITDA⁽³⁾	$	44,748		$	39,857		$	129,205		$	114,299

Net income attributable to non-controlling interests	$	16,672		$	16,906		$	54,392		$	52,061
Depreciation and amortization	(9,713		)	(8,611		)	(28,984		)	(25,538		)
Interest and other expense, net	(26,475		)	(26,573		)	(74,863		)	(78,507		)
Income tax benefit (expense)	1,694			(3,917		)	(2,496		)	(8,368		)
Non-cash stock compensation expense	(691		)	(426		)	(1,326		)	(1,279		)
Contingent acquisition compensation expense	(1,530		)	—			(3,060		)	—
Management fee ⁽⁴⁾	—			(750		)	—			(2,250		)
Merger transaction, integration and practice acquisition costs ⁽⁵⁾	(2,471		)	(1,541		)	(8,579		)	(15,189		)
(Loss) gain on disposal or impairment of long-lived assets, net	(572		)	(1,161		)	(1,697		)	1,522
Tax receivable agreement expense	(3,733		)	—			(3,733		)	—
Loss on debt refinancing	(3,595		)	—			(11,876		)	—
Total net income	$	14,334		$	13,784		$	46,983		$	36,751

⁽³⁾The above table reconciles adjusted EBITDA by segment to net income as reflected in the unaudited condensed consolidated statements of operations.

When the Company uses the term “Adjusted EBITDA,” it is referring to net income minus (a) net income attributable to non-controlling interests plus (b) income tax (benefit) expense, (c) interest and other expense, net, (d) depreciation and amortization, (e) management fee, (f) merger transaction, integration and practice acquisition costs, (g) non-cash stock compensation expense, (h) loss on debt refinancing, (i) contingent acquisition compensation expense (j) tax receivable agreement expense and (k) (gain) loss on disposal or impairment of long-lived assets. Non-controlling interests represent the interests of third parties, such as physicians, and in some cases, healthcare systems that own an interest in surgical facilities that the Company consolidates for financial reporting purposes. The Company's operating strategy is to apply a market-based approach in structuring its partnerships with individual market dynamics driving the structure. The Company believes that it is helpful to investors to present Adjusted EBITDA as defined above because it excludes the portion of net income attributable to these third-party interests and clarifies for investors the Company's portion of Adjusted EBITDA generated by its surgical facilities and other operations.

The Company uses Adjusted EBITDA as a measure of liquidity. It is included because the Company believes that it provides investors with additional information about its ability to incur and service debt and make capital expenditures.

Adjusted EBITDA is not a measurement of financial performance or liquidity under GAAP. It should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating, investing or financing activities, or any other measure calculated in accordance with generally accepted accounting principles. The items excluded from Adjusted EBITDA are significant components in understanding and evaluating financial performance and liquidity. The Company's calculation of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

⁽⁴⁾ Fee payable pursuant the Management and Investment Advisory Services Agreement between the Company and Bayside, which was terminated in connection with the Company's IPO.

⁽⁵⁾ This amount includes merger transaction and integration costs of $1.9 million and $6.4 million for the three and nine months ended September 30, 2016, respectively, and practice acquisition costs of $607,000 and $2.2 million for the three and nine months ended September 30, 2016, respectively.

This amount includes merger transaction and integration costs of $1.2 million and $14.9 million for the three and nine months ended September 30, 2015, respectively, and practice acquisition costs of $292,000 for both the three and nine months ended September 30, 2015.



	September 30, 2016		December 31, 2015
Assets:
Surgical facility services	$	1,868,349	$	1,762,396
Ancillary services	174,068		118,198
Optical services	24,357		25,537
Total	$	2,066,774	$	1,906,131

General and administrative	$	181,951	$	198,312
Total assets	$	2,248,725	$	2,104,443



	Nine Months Ended September 30,
	2016		2015
Supplemental Information:
Cash purchases of property and equipment, net:
Surgical facility services	$	21,151	$	13,300
Ancillary services	3,450		561
Optical services	323		89
Total	$	24,924	$	13,950

General and administrative	$	3,453	$	4,165
Total cash purchases of property and equipment, net	$	28,377	$	18,115

- 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/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e9038-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 33
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8971-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8595-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8380-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8538-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8864-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8906-108599

+ Details

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Principles of Consolidation	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. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. 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 condensed consolidated balance sheet at December 31, 2015 has been derived from the audited financial statements as of that date. The information contained in these condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended December 31, 2015. 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 accompanying notes. Actual results could differ from those estimates.
Non-Controlling Interests	Non-Controlling Interests The physician limited partners and physician minority members of the entities that the Company controls are responsible for the supervision and delivery of medical services. The governance rights of limited partners and minority members are restricted to those that protect their financial interests. Under certain partnership and operating agreements governing these partnerships and limited liability companies, the Company could be removed as the sole general partner or managing member for certain events such as material breach of the partnership or operating agreement, gross negligence or bankruptcy. These protective rights do not preclude consolidation of the respective partnerships and limited liability companies. Ownership interests in consolidated subsidiaries held by parties other than the Company are identified and generally presented in the condensed consolidated financial statements within the equity section but separate from the Company's equity. However, in instances in which certain redemption features that are not solely within the control of the Company are present, classification of non-controlling interests outside of permanent equity is required. Consolidated net income attributable to the Company and to the non-controlling interests are identified and presented on the condensed consolidated statements of operations; changes in ownership interests in which the Company retains a controlling interest are accounted for as equity transactions. Certain transactions with non-controlling interests are classified within financing activities in the condensed consolidated statements of cash flows. The condensed consolidated financial statements of the Company include all assets, liabilities, revenues and expenses of surgical facilities in which the Company has sufficient ownership and rights to allow the Company to consolidate the surgical facilities. Similar to its investments in non-consolidated affiliates, the Company regularly engages in the purchase and sale of ownership interests with respect to its consolidated subsidiaries that do not result in a change of control. Non-Controlling Interests — Redeemable. Each of the partnerships and limited liability companies through which the Company owns and operates its surgical facilities is governed by a partnership or operating agreement. In certain circumstances, the partnership and operating agreements for the Company's surgical facilities provide that the facilities will purchase all of the physicians’ ownership if certain adverse regulatory events occur, such as it becoming illegal for the physicians 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.
Variable Interest Entities	Variable Interest Entities The condensed consolidated financial statements include the accounts of variable interest entities in which the Company is the primary beneficiary under the provisions of Accounting Standards Codification Topic ("ASC") 810, Consolidation. As of September 30, 2016 and December 31, 2015, the variable interest entities include four surgical facilities, three anesthesia practices and one physician practice. The Company has the power to direct the activities that most significantly impact the variable interest entity's economic performance. Additionally, the Company would absorb the majority of the expected losses of these entities should they occur.
Equity Method Investments	Equity Method Investments The Company has non-consolidating investments in surgical facilities and management companies that own or manage surgical facilities. These investments are accounted for using the equity method of accounting.
Reclassifications	Reclassifications Certain reclassifications have been made to the comparative periods' financial statements to conform to the three and nine months ended September 30, 2016 presentation.
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. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments are of a normal, recurring nature. Actual results could differ from those estimates.
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 quoted prices in active markets for identical assets or liabilities (Level 1), inputs other than quoted prices in active markets that are either directly or indirectly observable (Level 2), or unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions (Level 3), 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. The fair values of the 2014 First Lien Credit Agreement, 2014 Second Lien Credit Agreement and Senior Unsecured Notes, as defined in Note 4 on Long-Term Debt, were based on a Level 2 computation using quoted prices for identical liabilities in inactive markets at September 30, 2016 and December 31, 2015, as applicable. The carrying amounts related to the Company's other long-term debt obligations approximate their fair values. The Company maintains a supplemental executive retirement savings plan (the "SERP") for certain executive officers. The SERP is a non-qualified deferred compensation plan for eligible executive officers and other key employees of the Company that allows participants to defer portions of their compensation.
Revenues	Other service revenues. Optical service revenues consist of product sales from the Company's optical laboratories as well as handling charges billed to the members of the Company's optical products purchasing organization and sales from the Company's marketing products and services business. The Company's optical products purchasing organization negotiates volume buying discounts with optical products manufacturers. The buying discounts and any handling charges billed to the members of the buying group represent the revenue recognized for financial reporting purposes. Revenue is recognized as orders are shipped to members. The Company bases its estimates for sales returns and discounts on historical experience and has not experienced significant fluctuations between estimated and actual return activity and discounts given. The Company's optical laboratories manufacture and distribute corrective lenses and eyeglasses to ophthalmologists and optometrists. Revenue is recognized when product is shipped, net of allowance for discounts. The Company's marketing products and services businesses recognize revenue when product is shipped or services are rendered. Other 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. 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 services are rendered. Revenues The Company recognizes revenues in the period in which the services are performed. Patient service revenues and receivables from third-party payors are recorded net of estimated contractual adjustments and allowances, which the Company estimates based on the historical trend of its cash collections and contractual write-offs, accounts receivable agings, established fee schedules, contracts with payors and procedure statistics. Patient service revenues. The fee charged for healthcare 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 on the date of service, net of estimated contractual adjustments and discounts from third-party payors, including Medicare and Medicaid. Changes in estimated contractual adjustments and discounts are recorded in the period of change.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash and cash equivalent balances at high credit quality financial institutions.
Accounts Receivable and Allowances for Contractual Adjustments and Doubtful Accounts	Accounts Receivable and Allowances for Contractual Adjustments and Doubtful Accounts Accounts receivable are recorded net of contractual adjustments and allowances for doubtful accounts to reflect accounts receivable at net realizable value. Accounts receivable consists of receivables from federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies, 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 significant. The Company's policy is to collect co-payments and deductibles prior to providing medical services. It is also the Company's policy to verify a patient’s insurance 72 hours prior to the patient’s procedure. 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 analyzes accounts receivable at each of its facilities to ensure the proper aged category and collection assessment. At a consolidated level, the Company's policy is to review accounts receivable aging, by facility, to determine the appropriate allowance for doubtful accounts. Patient account balances are reviewed for delinquency based on contractual terms. This review is supported by an analysis of the actual revenues, contractual adjustments and cash collections received. An account balance is written off only after the Company has pursued collection with legal or collection agency assistance or otherwise has deemed an account to be uncollectible. The receivables related to the Company's optical products purchasing organization are recognized separately from patient accounts receivable, as discussed above, and are included in other current assets in the condensed consolidated balance sheets.
Inventories	Inventories Inventories, which consist primarily of medical and drug supplies, are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method.
Property and Equipment	The Company also leases certain facilities and equipment under capital leases. Assets held under capital leases are stated at the present value of minimum lease payments at the inception of the related lease. Such assets are depreciated on a straight-line basis over the lesser of the lease term or the remaining useful life of the leased asset. Property and Equipment Property and equipment are stated at cost or, if obtained through acquisition, at fair value determined on the date of acquisition. Depreciation is recognized using the straight-line method over the estimated useful lives of the assets, generally three to five years for computers and software and five to seven years for furniture and equipment. Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term or the estimated useful life of the assets. Routine maintenance and repairs are expensed as incurred, while expenditures that increase capacities or extend useful lives are capitalized.
Intangible Assets and Goodwill	Goodwill Goodwill represents the fair value of the consideration provided in an acquisition 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. Intangible Assets The Company has indefinite-lived intangible assets related to the certificates of need held in jurisdictions where certain of its surgical facilities are located. The Company also has finite-lived intangible assets related to physician guarantee agreements, non-compete agreements, management agreements and customer relationships. Physician income guarantees are amortized into salaries and benefits costs in the condensed consolidated statements of operations over the commitment period of the contract, generally three to four years. Non-compete agreements and management rights agreements are amortized into depreciation and amortization expense in the condensed consolidated statements of operations over the service lives of the agreements, ranging from two to 20 years for non-compete agreements and 15 years for the management rights agreements. Customer relationships are amortized into depreciation and amortization expense in the condensed consolidated statements of operations over the estimated lives of the relationships, ranging from three to ten years.
Impairment of Long-Lived Assets, Goodwill and Intangible Assets	Impairment of Long-Lived Assets, Goodwill and Intangible Assets The Company evaluates the carrying value of long-lived assets when impairment indicators are present or when circumstances indicate that impairment may exist in accordance with ASC 350, Intangibles- Goodwill and Other. The Company performs an impairment test by preparing an expected undiscounted cash flow projection. If the projection indicates that the recorded amount of the long-lived asset is not expected to be recovered, the carrying value is reduced to estimated fair value. The cash flow projection and fair value represents management’s best estimate, using appropriate and customary assumptions, projections and methodologies, at the date of evaluation. The Company tests its goodwill and intangible assets for impairment at least annually, or more frequently if certain indicators arise.
Operating Leases	Operating Leases The Company leases office space and equipment for its surgical facilities, including surgical facilities under development. The lease agreements generally require the lessee, or the Company, to pay all maintenance, property taxes, utilities and insurance costs. The Company accounts for operating lease obligations and sublease income on a straight-line basis. Contingent obligations of the Company, as defined by each lease agreement, are recognized when specific contractual measures have been met, typically the result of an increase in the Consumer Price Index. Lease obligations paid in advance are recorded as prepaid rent and included in prepaid expenses and other current assets on the condensed consolidated balance sheets. The difference between actual lease payments and straight-line lease expense over the initial lease term, excluding optional renewal periods, is recorded as deferred rent and included in other current liabilities and other long-term liabilities on the condensed consolidated balance sheets.
Equity-Based Compensation	Equity-Based Compensation Transactions in which the Company receives employee and non-employee services in exchange for the Company’s equity instruments or liabilities that are based on the fair value of the Company’s equity securities or may be settled by the issuance of these securities are accounted for using a fair value method. Prior to the Reorganization, on the grant date, the Company employed a market approach to estimate the fair value of equity-based awards based on various considerations and assumptions, including implied earnings multiples and other metrics of relevant market participants, the Company’s operating results and forecasted cash flows and the Company’s capital structure. Such estimates required the input of highly subjective, complex assumptions. However, such assumptions are no longer required to determine fair value of shares of the Company’s common stock as its underlying shares began trading publicly during the fourth quarter of 2015. The Company applies the Black-Scholes-Merton method of valuation in determining share-based compensation expense for option awards. The Company’s policy is to recognize compensation expense using the straight line method over the relevant vesting period for units that vest based on time. Prior to the Reorganization, employees held membership units in Surgery Center Holdings, LLC, and the associated expense was referred to as unit-based compensation. In connection with the Reorganization, the Company’s board of directors and stockholders adopted the Surgery Partners, Inc. 2015 Omnibus Incentive Plan from which the Company’s future equity-based awards will be granted. Following the Reorganization, such expense is referred to as equity-based compensation.
Professional, General and Workers' Compensation Insurance	Professional, General and Workers' Compensation Insurance The Company maintains general liability and professional liability insurance in excess of self-insured retentions through third party commercial insurance carriers in amounts that management believes is sufficient for the Company's operations, although, potentially, some claims may exceed the scope of coverage in effect. The professional and general insurance coverage is on a claims-made basis. Workers' compensation insurance is on an occurrence basis. The Company expenses the costs under the self-insured retention exposure for general and professional liability and workers compensation claims which relate to (i) claims made during the policy period, which are offset by insurance recoveries and (ii) an estimate of claims incurred but not yet reported that are expected to be reported after the policy period expires. Reserves and provisions are based upon actuarially determined estimates. The reserves are estimated using individual case-basis valuations and actuarial analysis. Reserves for professional, general and workers' compensation claim liabilities are determined with no regard for expected insurance recoveries and are presented gross on the condensed consolidated balance sheets.
Income Taxes and Tax Receivable Agreement	Income Taxes and Tax Receivable Agreement 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 net operating loss carryforward exists, the Company makes a determination as to whether that net operating loss carryforward will be utilized in the future. A valuation allowance is established for certain net operating loss 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 these estimates and related assumptions change in the future, the Company may be required to adjust its deferred tax valuation allowances. The Company, or one or more of its subsidiaries, files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations for years prior to 2011.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers," which outlines a single comprehensive model for recognizing revenue and supersedes most existing revenue recognition guidance, including guidance specific to the healthcare industry. This ASU provides companies the option of applying a full or modified retrospective approach upon adoption. This ASU was originally set to be effective for fiscal years beginning after December 15, 2016, and early adoption was not permitted. In July 2015, the FASB deferred the effective date for the standard to be effective for fiscal years beginning after December 15, 2017. The FASB will now permit companies to early adopt within one year of the new effective date. The Company will adopt this ASU on January 1, 2018 and is currently evaluating its plan for adoption and the impact on the Company's revenue recognition policies, procedures and the resulting impact on the Company's condensed consolidated financial position, results of operations and cash flows. In February 2015, the FASB issued ASU 2015-02 “Amendments to the Consolidation Analysis,” which amends the current consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities will be considered a variable-interest entity unless the limited partners hold substantive kick-out rights or participating rights. The provisions of ASU 2015-02 are effective for annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The Company adopted this ASU on January 1, 2016. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial position, results of operations, cash flows and financial disclosures. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs," which simplifies the presentation of debt issuance costs by requiring debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, and the new guidance should be applied retrospectively. The Company adopted this ASU on January 1, 2016 retrospectively for all periods presented. As a result of the adoption of this ASU, the Company reclassified approximately $2.2 million at December 31, 2015 from deferred loan costs to long-term debt. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial position, results of operations, cash flows and financial disclosures. In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” which clarifies the Securities and Exchange Commission (“SEC”) staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements given the lack of guidance on this topic in ASU 2015-03. The SEC staff has announced that it would “not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement.” The Company adopted this ASU on January 1, 2016 retrospectively for all periods presented. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial position, results of operations, cash flows and financial disclosures. In September 2015, the FASB issued ASU 2015-16, “Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments” which eliminates the requirement for an acquirer to retrospectively adjust its financial statements for changes to provisional amounts that are identified during the measurement-period following the consummation of a business combination. Instead, ASU 2015-16 requires these types of adjustments to be made during the reporting period in which they are identified and would require additional disclosure or separate presentation of the portion of the adjustment that would have been recorded in the previously reported periods as if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those years. The Company adopted this ASU on January 1, 2016. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial position, results of operations, cash flows and financial disclosures. In February 2016, the FASB issued ASU 2016-02, “Leases,” which will require, among other items, lessees to recognize most leases as assets and liabilities on the balance sheet. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this new guidance may have on the condensed consolidated financial position, results of operations and cash flows. In March 2016, the FASB issued ASU 2016-07, “Investments- Equity Method and Joint Ventures,” which allows investments that now meet equity method treatment that were previously accounted for under a different method to apply the equity method prospectively from the date the investment qualifies for equity method treatment. ASU 2016-07 is effective prospectively for fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted. The Company is currently evaluating the impact this new guidance may have on the condensed consolidated financial position, results of operations and cash flows. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which simplifies the accounting for share-based payments including the income tax consequences, classification of certain awards and treatment of forfeitures. ASU 2016-09 is effective prospectively for fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted. The Company early adopted this ASU during the first quarter of 2016. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial position, results of operation, cash flows and financial disclosures. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which clarifies the classification of certain cash receipts and cash payments on the statement of cash flows. ASU 2016-15 is effective retrospectively for fiscal years beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted. The Company is currently evaluating the impact this new guidance may have on the condensed consolidated cash flows.

Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Rollforward of Non-Controlling Interests - Redeemable

A summary of activity related to the non-controlling interests—redeemable follows (in thousands):



Balance at December 31, 2015	$	183,439
Net income attributable to non-controlling interests—redeemable	13,047
Acquisition and disposal of shares of non-controlling interests, net—redeemable	(1,157		)
Distributions to non-controlling interest —redeemable holders	(13,031		)
Balance at September 30, 2016	$	182,298

Schedule of Carrying Amounts and Fair Values of Debt

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



	Carrying Amount				Fair Value
	September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015

2014 First Lien Credit Agreement, net of debt issuance costs and discount	$	912,957	$	839,701	$	912,957	$	828,816
2014 Second Lien Credit Agreement, net of debt issuance costs and discount	$	—	$	237,532	$	—	$	225,382
Senior Unsecured Notes, net of debt issuance costs and discount	$	387,382	$	—	$	412,077	$	—

Schedule of Revenues by Type as a Percentage of Total Revenues

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



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Patient service revenues:
Surgical facilities revenues	90.4	%	91.2	%	90.6	%	92.0	%
Ancillary services revenues	8.0	%	6.8	%	7.5	%	5.9	%
	98.4	%	98.0	%	98.1	%	97.9	%
Other service revenues:
Optical services revenues	1.1	%	1.5	%	1.2	%	1.6	%
Other	0.5	%	0.5	%	0.7	%	0.5	%
	1.6	%	2.0	%	1.9	%	2.1	%
Total revenues	100.0	%	100.0	%	100.0	%	100.0	%

Schedule of Revenue Sources for Patient Service Revenues



	Three Months Ended September 30,
	2016				2015
	Amount		%		Amount		%
Patient service revenues:
Private insurance	$	140,637	50.6	%	$	124,107	52.9	%
Government	111,929		40.2	%	95,050		40.5	%
Self-pay	5,389		1.9	%	3,336		1.4	%
Other	20,240		7.3	%	12,306		5.2	%
Total patient service revenues	$	278,195	100.0	%	$	234,799	100.0	%
Other service revenues:
Optical service revenues	$	3,203			$	3,621
Other revenues	1,284				1,179
Total net revenues	$	282,682			$	239,599



	Nine Months Ended September 30,
	2016				2015
	Amount		%		Amount		%
Patient service revenues:
Private insurance	$	418,798	50.9	%	$	368,003	54.0	%
Government	331,041		40.2	%	264,731		38.8	%
Self-pay	13,814		1.7	%	12,519		1.8	%
Other	59,313		7.2	%	37,007		5.4	%
Total patient service revenues	$	822,966	100.0	%	$	682,260	100.0	%
Other service revenues:
Optical service revenues	$	10,222			$	11,112
Other revenues	6,249				3,197
Total net revenues	$	839,437			$	696,569

Schedule of Prepaid Expenses and Other Current Assets

A summary of prepaid expenses and other current assets follows (in thousands):



	September 30, 2016		December 31, 2015

Prepaid expenses	$	11,518	$	7,409
Receivables - optical product purchasing organization	8,407		8,434
Acquisition escrow receivable	—		8,000
Other current assets	10,388		10,777
Total	$	30,313	$	34,620

Schedule of Property and Equipment

A summary of property and equipment follows (in thousands):



	September 30, 2016			December 31, 2015

Land	$	8,082		$	6,790
Buildings and improvements	111,371			104,971
Furniture and equipment	15,006			14,520
Computer and software	29,159			24,597
Medical equipment	117,556			96,291
Construction in progress	5,165			7,619
Property and equipment, at cost	286,339			254,788
Less: Accumulated depreciation	(86,737		)	(70,238		)
Property and equipment, net	$	199,602		$	184,550

Schedule of Finite-Lived Intangible Assets

A summary of the activity related to intangible assets for the nine months ended September 30, 2016 follows (in thousands):



	Physician Income Guarantees			Management Rights			Non-Compete Agreements			Certificates of Need		Customer Relationships			Other			Total Intangible Assets

Balance at December 31, 2015	$	1,212		$	23,026		$	18,571		$	3,711	$	4,936		$	2,112		$	53,568
Additions	210			—			2,553			—		—			—			2,763
Disposals	—			—			—			—		(22		)	—			(22		)
Recruitment expense	(482		)	—			—			—		—			—			(482		)
Amortization	—			(1,303		)	(4,588		)	—		(910		)	(353		)	(7,154		)
Balance at September 30, 2016	$	940		$	21,723		$	16,536		$	3,711	$	4,004		$	1,759		$	48,673

Schedule of Indefinite-Lived Intangible Assets

A summary of the activity related to intangible assets for the nine months ended September 30, 2016 follows (in thousands):



	Physician Income Guarantees			Management Rights			Non-Compete Agreements			Certificates of Need		Customer Relationships			Other			Total Intangible Assets

Balance at December 31, 2015	$	1,212		$	23,026		$	18,571		$	3,711	$	4,936		$	2,112		$	53,568
Additions	210			—			2,553			—		—			—			2,763
Disposals	—			—			—			—		(22		)	—			(22		)
Recruitment expense	(482		)	—			—			—		—			—			(482		)
Amortization	—			(1,303		)	(4,588		)	—		(910		)	(353		)	(7,154		)
Balance at September 30, 2016	$	940		$	21,723		$	16,536		$	3,711	$	4,004		$	1,759		$	48,673

Schedule of Rollforward of Goodwill

A summary of activity related to goodwill for the nine months ended September 30, 2016 follows (in thousands):



Balance at December 31, 2015	$	1,407,927
Acquisitions	123,796
Purchase price adjustments	(353		)
Balance at September 30, 2016	$	1,531,370

Schedule of Other Long-Term Assets

A summary of other long-term assets follows (in thousands):



	September 30, 2016		December 31, 2015
Notes receivable	$	809	$	212
Deposits	4,792		2,475
Assets of SERP	1,659		1,606
Debt issuance costs	1,593		2,005
Other	4,977		4,211
Total	$	13,830	$	10,509

Schedule of Other Current Liabilities

A summary of other current liabilities follows (in thousands):



	September 30, 2016		December 31, 2015
Interest payable	$	18,844	$	5,410
Current taxes payable	3,243		1,977
Insurance liabilities	6,097		5,476
Third-party settlements	2,220		5,222
Acquisition consideration payable	—		16,768
Amounts due to patients and payors	14,428		11,424
Other accrued expenses	26,259		22,133
Total	$	71,091	$	68,410

Schedule of Other Long-Term Liabilities

A summary of other long-term liabilities follows (in thousands):



	September 30, 2016		December 31, 2015
Facility lease obligations	$	53,013	$	53,927
Medical malpractice liability	6,339		6,339
Liability of SERP	1,659		1,608
Contingent consideration obligation	14,892		14,049
Unfavorable lease liability	1,752		1,996
Other long-term liabilities	9,774		7,694
Total	$	87,429	$	85,613

Acquisitions and Developments (Tables)

9 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

Schedule of Assets Acquired and Liabilities Assumed



Cash consideration	$	114,200
Fair value of non-controlling interests	21,218
Aggregate fair value of acquisitions	135,418
Net assets acquired:
Cash and cash equivalents	4,625
Accounts receivable	5,210
Other current assets	489
Property and equipment	3,763
Intangible assets	2,553
Long-term assets	56
Accounts payable	(1,377		)
Other current liabilities	(3,697		)
Net assets acquired	11,622
Excess of fair value over identifiable net assets acquired	$	123,796

Schedule of Estimated Contingent Acquisition Compensation Expense

Estimated contingent acquisition compensation expense subsequent to September 30, 2016 is as follows (in thousands):



For the remainder of 2016	$	2,033
2017	7,476
2018	6,754
2019	1,311
Total	$	17,574

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Summary of long-term debt

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



	September 30, 2016			December 31, 2015

2014 Revolver Loan	$	32,000		$	125,250
2014 First Lien Credit Agreement	934,375			861,300
2014 Second Lien Credit Agreement	—			246,500
Senior Unsecured Notes	400,000			—
Subordinated Notes	1,000			1,000
Notes payable and secured loans	40,166			40,615
Capital lease obligations	13,425			11,316
Less: unamortized debt issuance costs and discount	(34,037		)	(30,622		)
Total debt	1,386,929			1,255,359
Less: Current maturities	29,105			27,247
Total long-term debt	$	1,357,824		$	1,228,112

Debt redemption percentages

The Company may redeem the Senior Unsecured Notes, in whole or in part, at any time on or after April 15, 2018, plus accrued and unpaid interest, if any, to the date of redemption plus a redemption price equal to a percentage of the principal amount of the notes redeemed based on the following redemption schedule:



April 15, 2018 to April 14, 2019	106.656	%
April 15, 2019 to April 14, 2020	104.438	%
April 15, 2020 and thereafter	100.000	%

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Reconciliation of the numerator and denominator of basic and diluted EPS

The following is a reconciliation of the numerator and denominator of basic and diluted earnings per share for the three and nine months ended September 30, 2016 and 2015 (in thousands except share and per share amounts):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015

Numerator:
Net loss attributable to Surgery Partners, Inc.	$	(2,338	)	$	(3,122	)	$	(7,409	)	$	(15,310	)

Denominator:
Weighted average shares outstanding- basic ⁽¹⁾	48,019,652			32,054,089			48,018,706			32,054,089
Effect of dilutive securities ⁽²⁾	—			—			—			—
Weighted average shares outstanding- diluted	48,019,652			32,054,089			48,018,706			32,054,089

Net loss per share:
Basic	$	(0.05	)	$	(0.10	)	$	(0.15	)	$	(0.48	)
Diluted ⁽²⁾	$	(0.05	)	$	(0.10	)	$	(0.15	)	$	(0.48	)

Securities outstanding not included in the computation of diluted loss per share as their effect is antidilutive:
Stock options	586			4,473			345			4,473
Restricted shares	369,545			1,813,428			337,915			1,800,920

⁽¹⁾ Effect of the Reorganization has been retrospectively applied to the three and nine months ended September 30, 2015.

Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Reconciliation of Revenue from Segments to Consolidated

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



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Revenues:
Surgical facility services	$	256,795	$	219,631	$	766,248	$	643,900
Ancillary services	22,684		16,347		62,967		41,557
Optical services	3,203		3,621		10,222		11,112
Total revenues	$	282,682	$	239,599	$	839,437	$	696,569

Reconciliation of Operating Profit (Loss) from Segments to Consolidated



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Segment Adjusted EBITDA:
Surgical facility services	$	53,347		$	44,031		$	153,318		$	129,337
Ancillary services	2,573			4,957			9,141			13,257
Optical services	1,276			929			3,004			3,120
Total segment adjusted EBITDA ⁽³⁾	$	57,196		$	49,917		$	165,463		$	145,714

General and administrative expenses	$	(14,985	)	$	(11,236	)	$	(42,205	)	$	(34,944	)
Non-cash stock compensation expense	691			426			1,326			1,279
Contingent acquisition compensation expense	1,530			—			3,060			—
Management fee⁽⁴⁾	—			750			—			2,250
Acquisition related costs	316			—			1,561			—

Total adjusted EBITDA⁽³⁾	$	44,748		$	39,857		$	129,205		$	114,299

Net income attributable to non-controlling interests	$	16,672		$	16,906		$	54,392		$	52,061
Depreciation and amortization	(9,713		)	(8,611		)	(28,984		)	(25,538		)
Interest and other expense, net	(26,475		)	(26,573		)	(74,863		)	(78,507		)
Income tax benefit (expense)	1,694			(3,917		)	(2,496		)	(8,368		)
Non-cash stock compensation expense	(691		)	(426		)	(1,326		)	(1,279		)
Contingent acquisition compensation expense	(1,530		)	—			(3,060		)	—
Management fee ⁽⁴⁾	—			(750		)	—			(2,250		)
Merger transaction, integration and practice acquisition costs ⁽⁵⁾	(2,471		)	(1,541		)	(8,579		)	(15,189		)
(Loss) gain on disposal or impairment of long-lived assets, net	(572		)	(1,161		)	(1,697		)	1,522
Tax receivable agreement expense	(3,733		)	—			(3,733		)	—
Loss on debt refinancing	(3,595		)	—			(11,876		)	—
Total net income	$	14,334		$	13,784		$	46,983		$	36,751

⁽³⁾The above table reconciles adjusted EBITDA by segment to net income as reflected in the unaudited condensed consolidated statements of operations.

⁽⁴⁾ Fee payable pursuant the Management and Investment Advisory Services Agreement between the Company and Bayside, which was terminated in connection with the Company's IPO.

Reconciliation of Assets from Segment to Consolidated



	September 30, 2016		December 31, 2015
Assets:
Surgical facility services	$	1,868,349	$	1,762,396
Ancillary services	174,068		118,198
Optical services	24,357		25,537
Total	$	2,066,774	$	1,906,131

General and administrative	$	181,951	$	198,312
Total assets	$	2,248,725	$	2,104,443

Schedule of Segment Reporting Information



	Nine Months Ended September 30,
	2016		2015
Supplemental Information:
Cash purchases of property and equipment, net:
Surgical facility services	$	21,151	$	13,300
Ancillary services	3,450		561
Optical services	323		89
Total	$	24,924	$	13,950

General and administrative	$	3,453	$	4,165
Total cash purchases of property and equipment, net	$	28,377	$	18,115

Organization (Details)	Oct. 01, 2015 $ / shares shares	Sep. 30, 2016 surgical_facility state shares	Dec. 31, 2015 shares	Sep. 30, 2015 shares
Product Information [Line Items]
Common stock, shares issued (shares) \| shares		48,511,563	48,156,990
Number of States in which entity operates \| state		29
Number of surgical facilities owned		104
Number of surgical facilities owned, majority interest		73
Number of surgical facilities owned, consolidated		93
Facilities, Ambulatory Surgery Centers
Product Information [Line Items]
Number of surgical facilities owned		99
Facilities, Surgical Hospitals
Product Information [Line Items]
Number of surgical facilities owned		5
Facilities, Physician Clinics
Product Information [Line Items]
Number of surgical facilities owned		53
Surgery Center Holdings, LLC
Product Information [Line Items]
Common stock, shares issued (shares) \| shares				33,871,990
IPO
Product Information [Line Items]
Stock issued during IPO (in shares) \| shares	14,285,000
Share price (USD per share) \| $ / shares	$ 19.00

Significant Accounting Policies - Schedule of Non-Controlling Interests - Redeemable (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($)
Non-Controlling Interests - Redeemable [Roll Forward]
Beginning balance	$ 183,439
Net income attributable to non-controlling interests—redeemable	13,047
Acquisition and disposal of shares of non-controlling interests, net—redeemable	(1,157)
Distributions to non-controlling interest —redeemable holders	(13,031)
Ending balance	$ 182,298

Significant Accounting Policies - Variable Interest Entities (Details) $ in Millions	9 Months Ended			12 Months Ended
	Sep. 30, 2016 USD ($) Anesthesia_Practice	Sep. 30, 2016 USD ($) surgical_facility	Sep. 30, 2016 USD ($) Practice	Dec. 31, 2015 USD ($) Anesthesia_Practice	Dec. 31, 2015 USD ($) surgical_facility	Dec. 31, 2015 USD ($) Practice
Variable Interest Entity [Line Items]
Number of facilities included in VIE	3	4	1	3	4	1
Variable Interest Entity, Primary Beneficiary, Aggregated Disclosure
Variable Interest Entity [Line Items]
Total assets related to VIE	$ 95.6	$ 95.6	$ 95.6	$ 104.2	$ 104.2	$ 104.2
Total liabilities related to VIE	$ 11.3	$ 11.3	$ 11.3	$ 13.2	$ 13.2	$ 13.2

Significant Accounting Policies - Equity Method Investments (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Investments in and advances to affiliates	$ 34,274	$ 34,103

Significant Accounting Policies - Schedule of Carrying Amount and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Senior Unsecured Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 400,000	$ 0
Carrying Amount \| Senior Unsecured Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	387,382
Fair Value \| Senior Unsecured Notes \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	412,077
2014 First Lien Credit Agreement \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	934,375	861,300
2014 First Lien Credit Agreement \| Carrying Amount \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	912,957	839,701
2014 First Lien Credit Agreement \| Fair Value \| Line of Credit \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	912,957	828,816
2014 Second Lien Credit Agreement \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	0	246,500
2014 Second Lien Credit Agreement \| Carrying Amount \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	0	237,532
2014 Second Lien Credit Agreement \| Fair Value \| Line of Credit \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 0	$ 225,382

Significant Accounting Policies - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets of SERP	$ 1,659	$ 1,606
Liability of SERP	1,659	1,608
Fair Value, Inputs, Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets of SERP	1,700	1,600
Liability of SERP	$ 1,700	$ 1,600

Significant Accounting Policies - Schedule of Revenues by Type, Healthcare Organization (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenue from External Customer [Line Items]
Increase of revenue as result of changes in estimates to third-party settlements related to prior years	$ 4.7		$ 6.7
Revenue Source \| Revenue
Revenue from External Customer [Line Items]
Revenue by service type as a percentage of total revenues	100.00%	100.00%	100.00%	100.00%
Revenue Source \| Revenue \| Healthcare Organization, Patient Service
Revenue from External Customer [Line Items]
Revenue by service type as a percentage of total revenues	98.40%	98.00%	98.10%	97.90%
Revenue Source \| Revenue \| Surgical Facility Services
Revenue from External Customer [Line Items]
Revenue by service type as a percentage of total revenues	90.40%	91.20%	90.60%	92.00%
Revenue Source \| Revenue \| Ancillary Services
Revenue from External Customer [Line Items]
Revenue by service type as a percentage of total revenues	8.00%	6.80%	7.50%	5.90%
Revenue Source \| Revenue \| Healthcare Organization, Other Service
Revenue from External Customer [Line Items]
Revenue by service type as a percentage of total revenues	1.60%	2.00%	1.90%	2.10%
Revenue Source \| Revenue \| Optical Services
Revenue from External Customer [Line Items]
Revenue by service type as a percentage of total revenues	1.10%	1.50%	1.20%	1.60%
Revenue Source \| Revenue \| Other
Revenue from External Customer [Line Items]
Revenue by service type as a percentage of total revenues	0.50%	0.50%	0.70%	0.50%

Significant Accounting Policies - Schedule of Revenues by Sources (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Health Care Organization, Receivable and Revenue Disclosures [Line Items]
Total net revenues	$ 282,682	$ 239,599	$ 839,437	$ 696,569
Healthcare Organization, Patient Service
Health Care Organization, Receivable and Revenue Disclosures [Line Items]
Patient service revenues	$ 278,195	$ 234,799	$ 822,966	$ 682,260
Healthcare Organization, Patient Service \| Customer \| Revenue
Health Care Organization, Receivable and Revenue Disclosures [Line Items]
Revenue by service type as a percentage of total revenues	100.00%	100.00%	100.00%	100.00%
Healthcare Organization, Patient Service \| Private insurance
Health Care Organization, Receivable and Revenue Disclosures [Line Items]
Patient service revenues	$ 140,637	$ 124,107	$ 418,798	$ 368,003
Healthcare Organization, Patient Service \| Private insurance \| Customer \| Revenue
Health Care Organization, Receivable and Revenue Disclosures [Line Items]
Revenue by service type as a percentage of total revenues	50.60%	52.90%	50.90%	54.00%
Healthcare Organization, Patient Service \| Government
Health Care Organization, Receivable and Revenue Disclosures [Line Items]
Patient service revenues	$ 111,929	$ 95,050	$ 331,041	$ 264,731
Healthcare Organization, Patient Service \| Government \| Customer \| Revenue
Health Care Organization, Receivable and Revenue Disclosures [Line Items]
Revenue by service type as a percentage of total revenues	40.20%	40.50%	40.20%	38.80%
Healthcare Organization, Patient Service \| Self-pay
Health Care Organization, Receivable and Revenue Disclosures [Line Items]
Patient service revenues	$ 5,389	$ 3,336	$ 13,814	$ 12,519
Healthcare Organization, Patient Service \| Self-pay \| Customer \| Revenue
Health Care Organization, Receivable and Revenue Disclosures [Line Items]
Revenue by service type as a percentage of total revenues	1.90%	1.40%	1.70%	1.80%
Healthcare Organization, Patient Service \| Other
Health Care Organization, Receivable and Revenue Disclosures [Line Items]
Patient service revenues	$ 20,240	$ 12,306	$ 59,313	$ 37,007
Healthcare Organization, Patient Service \| Other \| Customer \| Revenue
Health Care Organization, Receivable and Revenue Disclosures [Line Items]
Revenue by service type as a percentage of total revenues	7.30%	5.20%	7.20%	5.40%
Optical Services
Health Care Organization, Receivable and Revenue Disclosures [Line Items]
Other service revenues	$ 3,203	$ 3,621	$ 10,222	$ 11,112
Other
Health Care Organization, Receivable and Revenue Disclosures [Line Items]
Other service revenues	$ 1,284	$ 1,179	$ 6,249	$ 3,197

Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Third-Party Medicaid settlements	$ 2,220	$ 5,222
Optical products receivable	$ 8,407	$ 8,434

Significant Accounting Policies - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 11,518	$ 7,409
Receivables - optical product purchasing organization	8,407	8,434
Acquisition escrow receivable	0	8,000
Other current assets	10,388	10,777
Total	$ 30,313	$ 34,620

Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Schedule of Property, Plant and Equipment
Property and equipment, gross	$ 286,339	$ 254,788
Less: accumulated depreciation	(86,737)	(70,238)
Property and equipment, net	199,602	184,550
Carrying value of assets under capital lease	14,600	12,300
Accumulated depreciation of assets under capital lease	10,900	10,500
Land
Schedule of Property, Plant and Equipment
Property and equipment, gross	8,082	6,790
Buildings and improvements
Schedule of Property, Plant and Equipment
Property and equipment, gross	111,371	104,971
Furniture and equipment
Schedule of Property, Plant and Equipment
Property and equipment, gross	$ 15,006	14,520
Furniture and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Property, and equipment useful life	5 years
Furniture and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Property, and equipment useful life	7 years
Computer and software
Schedule of Property, Plant and Equipment
Property and equipment, gross	$ 29,159	24,597
Computer and software \| Minimum
Property, Plant and Equipment [Line Items]
Property, and equipment useful life	3 years
Computer and software \| Maximum
Property, Plant and Equipment [Line Items]
Property, and equipment useful life	5 years
Medical equipment
Schedule of Property, Plant and Equipment
Property and equipment, gross	$ 117,556	96,291
Construction in progress
Schedule of Property, Plant and Equipment
Property and equipment, gross	$ 5,165	$ 7,619

Significant Accounting Policies - Schedule of Intangible Assets (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($)
Intangible Assets [Roll Forward]
Beginning balance	$ 53,568
Additions	2,763
Disposals	(22)
Recruitment expense	(482)
Amortization	(7,154)
Ending balance	48,673
Certificates of Need
Intangible Assets [Roll Forward]
Beginning balance	3,711
Ending balance	3,711
Physician Income Guarantees
Intangible Assets [Roll Forward]
Beginning balance	1,212
Additions	210
Recruitment expense	(482)
Ending balance	$ 940
Physician Income Guarantees \| Minimum
Intangible Assets [Line Items]
Intangible asset useful life	3 years
Physician Income Guarantees \| Maximum
Intangible Assets [Line Items]
Intangible asset useful life	4 years
Management Rights
Intangible Assets [Line Items]
Intangible asset useful life	15 years
Intangible Assets [Roll Forward]
Beginning balance	$ 23,026
Amortization	(1,303)
Ending balance	21,723
Non-Compete Agreements
Intangible Assets [Roll Forward]
Beginning balance	18,571
Additions	2,553
Amortization	(4,588)
Ending balance	$ 16,536
Non-Compete Agreements \| Minimum
Intangible Assets [Line Items]
Intangible asset useful life	2 years
Non-Compete Agreements \| Maximum
Intangible Assets [Line Items]
Intangible asset useful life	20 years
Customer Relationships
Intangible Assets [Roll Forward]
Beginning balance	$ 4,936
Disposals	(22)
Amortization	(910)
Ending balance	$ 4,004
Customer Relationships \| Minimum
Intangible Assets [Line Items]
Intangible asset useful life	3 years
Customer Relationships \| Maximum
Intangible Assets [Line Items]
Intangible asset useful life	10 years
Other
Intangible Assets [Roll Forward]
Beginning balance	$ 2,112
Amortization	(353)
Ending balance	$ 1,759

Significant Accounting Policies - Schedule of Rollforward of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning of period	$ 1,407,927
Acquisitions	123,796
Purchase price adjustments	(353)
Goodwill, end of period	$ 1,531,370

Significant Accounting Policies - Restricted Invested Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted invested assets	$ 315	$ 316
Chesterfield, Missouri facility
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted invested assets	$ 315	$ 316

Significant Accounting Policies - Schedule of Other Long-Term Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Notes receivable	$ 809	$ 212
Deposits	4,792	2,475
Assets of SERP	1,659	1,606
Debt issuance costs	1,593	2,005
Other	4,977	4,211
Total	$ 13,830	$ 10,509

Significant Accounting Policies - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Other Liabilities, Current [Abstract]
Interest payable	$ 18,844	$ 5,410
Current taxes payable	3,243	1,977
Insurance liabilities	6,097	5,476
Third-party settlements	2,220	5,222
Acquisition consideration payable	0	16,768
Amounts due to patients and payors	14,428	11,424
Other accrued expenses	26,259	22,133
Total	$ 71,091	$ 68,410

Significant Accounting Policies - Schedule of Other Long-Term Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Facility lease obligations	$ 53,013	$ 53,927
Medical malpractice liability	6,339	6,339
Liability of SERP	1,659	1,608
Contingent consideration obligation	14,892	14,049
Unfavorable lease liability	1,752	1,996
Other long-term liabilities	9,774	7,694
Total	87,429	85,613
Capital Leased Assets [Line Items]
Capital lease obligations	13,425	11,316
Idaho Falls, Idaho, Surgical Hospital
Capital Leased Assets [Line Items]
Current portion of lease obligation	1,000	797
Capital lease obligations	50,200	50,800
Ocala, Florida
Capital Leased Assets [Line Items]
Current portion of lease obligation	179	169
Capital lease obligations	$ 4,000	$ 4,100

Significant Accounting Policies - Professional, General and Workers' Compensation Insurance (Details) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Professional, general and workers' compensation insurance reserve	$ 9.3	$ 9.5
Estimated insurance recoveries	$ 6.1	$ 6.3

Significant Accounting Policies - Electronic Health Record Incentives (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Electronic health records incentive	$ 364	$ 57	$ 269	$ 107

Significant Accounting Policies - Income Taxes and Tax Receivable Agreement (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Income Tax Contingency [Line Items]
Percentage of cash savings requited to pay Tax Receivables Agreement		85.00%
Long-term tax receivable agreement liability	$ 123.6
LIBOR
Income Tax Contingency [Line Items]
Interest accrued on payment under Tax Receivable Agreement, basis spread on variable rate	3.00%

Significant Accounting Policies - Recent Accounting Pronouncements (Details) - Accounting Standards Update 2015-03 $ in Millions	Dec. 31, 2015 USD ($)
Deferred loan costs
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Deferred finance cost, net	$ (2.2)
Long-term Debt
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Deferred finance cost, net	$ 2.2

Acquisitions and Developments - Additional Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) Anesthesia_Practice surgical_facility Practice urgent_care_facility	Sep. 30, 2015 USD ($)
Business Acquisition [Line Items]
Contingent acquisition compensation expense	$ 14,985	$ 11,236	$ 42,205	$ 34,944
Surgical Facility Controlling Interest Acquisition
Business Acquisition [Line Items]
Number of businesses acquired in new market \| surgical_facility			2
Number of businesses acquired in existing market \| surgical_facility			1
Business acquisition total purchase price			$ 35,500
Anesthesia Practice
Business Acquisition [Line Items]
Number of businesses acquired in new market \| Anesthesia_Practice			1
Number of businesses acquired in existing market \| Anesthesia_Practice			1
Urgent Care Facility
Business Acquisition [Line Items]
Number of businesses acquired in existing market \| urgent_care_facility			1
Physician Practice
Business Acquisition [Line Items]
Number of businesses acquired in existing market \| Practice			6
Ancillary Services Acquisition
Business Acquisition [Line Items]
Business acquisition total purchase price			$ 94,800
Estimated future contingent compensation expense	$ 16,600		16,600
Contingent acquisition compensation expense			$ 3,100
Integrated Physician Practice
Business Acquisition [Line Items]
Number of businesses acquired in existing market \| Practice			1

Acquisitions and Developments - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Liabilities Assumed:
Excess of fair value over identifiable net assets acquired	$ 1,531,370	$ 1,407,927
Acquisitions
Business Acquisition [Line Items]
Cash consideration	114,200
Fair value of non-controlling interests	21,218
Aggregate fair value of acquisitions	135,418
Assets Acquired:
Cash and cash equivalents	4,625
Accounts receivable	5,210
Other current assets	489
Property and equipment	3,763
Intangible assets	2,553
Long-term assets	56
Liabilities Assumed:
Accounts payable	(1,377)
Other current liabilities	(3,697)
Net assets acquired	11,622
Excess of fair value over identifiable net assets acquired	$ 123,796

Acquisitions and Developments - Contingent Acquisition Compensation Expense (Details) - Acquisitions $ in Thousands	Sep. 30, 2016 USD ($)
Business Acquisition [Line Items]
For the remainder of 2016	$ 2,033
2017	7,476
2018	6,754
2019	1,311
Total estimated contingent compensation expense	$ 17,574

Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Capital lease obligations	$ 13,425	$ 11,316
Less: unamortized debt issuance costs and discount	(34,037)	(30,622)
Debt and capital lease obligations	1,386,929	1,255,359
Less: Current maturities	29,105	27,247
Total long-term debt	1,357,824	1,228,112
Line of Credit \| 2014 Revolver Loan
Debt Instrument [Line Items]
Long-term debt	32,000	125,250
Line of Credit \| 2014 First Lien Credit Agreement
Debt Instrument [Line Items]
Long-term debt	934,375	861,300
Line of Credit \| 2014 Second Lien Credit Agreement
Debt Instrument [Line Items]
Long-term debt	0	246,500
Senior Unsecured Notes
Debt Instrument [Line Items]
Long-term debt	400,000	0
Subordinated Notes
Debt Instrument [Line Items]
Long-term debt	1,000	1,000
Notes payable and secured loans
Debt Instrument [Line Items]
Long-term debt	$ 40,166	$ 40,615

Long-Term Debt - 2014 Revolver Loan (Details) - Line of Credit - USD ($)		9 Months Ended
	Nov. 03, 2014	Sep. 30, 2016	Oct. 07, 2015
2014 Revolver Loan
Debt Instrument [Line Items]
Debt maximum borrowing capacity	$ 80,000,000.0		$ 150,000,000.0
Quarterly commitment fee percentage		0.50%
Debt remaining borrowing capacity		$ 114,900,000
2014 Revolver Loan \| Alternate Base Rate Loan
Debt Instrument [Line Items]
Debt instrument, margin in addition to base rate	3.25%	2.75%
2014 Revolver Loan \| Alternate Base Rate Loan \| Federal Funds Effective Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.50%
2014 Revolver Loan \| Alternate Base Rate Loan \| LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		1.00%
2014 Revolver Loan \| Eurodollar Loan
Debt Instrument [Line Items]
Debt instrument, margin in addition to base rate	4.25%	3.75%
Letters of Credit
Debt Instrument [Line Items]
Debt remaining borrowing capacity		$ 3,100,000

Long-Term Debt - 2014 First Lien Credit Agreement (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Mar. 24, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Debt issuance costs	$ 1,593,000		$ 1,593,000			$ 2,005,000
Loss on debt refinancing	$ 3,595,000	$ 0	$ 11,876,000	$ 0
2014 First Lien Credit Agreement \| Line of Credit
Debt Instrument [Line Items]
Debt instrument, increase in maximum borrowing capacity					$ 80,000,000.0
Debt maximum borrowing capacity					950,000,000.0
Debt instrument, threshold business days in certain condition to make mandatory interest payment			5 days
Debt Instrument, number of days after each fiscal year in certain condition to make mandatory interest payment			90 days
Debt discount					1,600,000
Debt issuance costs					$ 3,300,000
2014 First Lien Credit Agreement \| Alternate Base Rate Loan \| Line of Credit
Debt Instrument [Line Items]
Debt instrument, maximum base rate condition			2.00%
Debt instrument, margin in addition to base rate			2.75%
2014 First Lien Credit Agreement \| Alternate Base Rate Loan \| Line of Credit \| Federal Funds Effective Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			0.50%
2014 First Lien Credit Agreement \| Alternate Base Rate Loan \| Line of Credit \| LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			1.00%
2014 First Lien Credit Agreement \| Eurodollar Loan \| Line of Credit
Debt Instrument [Line Items]
Debt instrument, maximum base rate condition			1.00%
Debt instrument, margin in addition to base rate			3.75%

Long-Term Debt - 2014 Second Lien Credit Agreement (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Debt Instrument [Line Items]
Loss on debt refinancing	$ 3,595	$ 0	$ 11,876	$ 0
2014 Second Lien Credit Agreement \| Line of Credit
Debt Instrument [Line Items]
Line of credit, repayments			252,800
Accrued interest repaid			1,300
Loss on debt refinancing			$ 8,300

Long-Term Debt - Senior Unsecured Notes (Details) - USD ($)	9 Months Ended
	Sep. 30, 2016	Mar. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Debt issuance costs	$ 1,593,000		$ 2,005,000
Senior Unsecured Notes
Debt Instrument [Line Items]
Debt, face amount		$ 400,000,000.0
Debt instrument, stated rate		8.875%
Senior Unsecured Notes \| Before April 15, 2018
Debt Instrument [Line Items]
Debt instrument, redeemable percentage of aggregate principal	35.00%
Redemption price, percentage of principal, proceeds from equity offerings	108.875%
Required remaining principal balance, after redemption	50.00%
Debt redemption, required period after closing of equity offering	180 days
Redemption price, percentage of principal	100.00%
Senior Unsecured Notes \| April 15, 2018 to April 14, 2019
Debt Instrument [Line Items]
Redemption price, percentage of principal	106.656%
Senior Unsecured Notes \| April 15, 2019 to April 14, 2020
Debt Instrument [Line Items]
Redemption price, percentage of principal	104.438%
Senior Unsecured Notes \| April 15, 2020 and thereafter
Debt Instrument [Line Items]
Redemption price, percentage of principal	100.00%
Senior Unsecured Notes \| Change in control
Debt Instrument [Line Items]
Redemption price, percentage of principal	101.00%
Debt issuance costs		$ 8,400,000

Long-Term Debt - Additional Information (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015	Apr. 11, 2013	Apr. 10, 2013
Debt Instrument [Line Items]
Capital leased assets	$ 14,600,000	$ 12,300,000
Subordinated Notes
Debt Instrument [Line Items]
Debt maximum borrowing capacity			$ 1,000,000.0	$ 53,800,000.0
Debt instrument, stated rate	17.00%
Long-term debt, carrying value	$ 1,000,000	1,000,000
Notes payable and secured loans
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 40,166,000	$ 40,615,000

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

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Numerator:

Net loss attributable to Surgery Partners, Inc.

$ (2,338)

$ (3,122)

$ (7,409)

$ (15,310)

Denominator:

Weighted average shares outstanding- basic (in shares)

^[1]

48,019,652

32,054,089

48,018,706

32,054,089

Effect of dilutive securities (in shares)

Weighted average shares outstanding- diluted (in shares)

^[1],[2]

48,019,652

32,054,089

48,018,706

32,054,089

Net loss per share:

Basic earnings per share (in USD per share)

$ (0.05)

$ (0.10)

$ (0.15)

$ (0.48)

Diluted earnings per share (in USD per share)

^[2]

$ (0.05)

$ (0.10)

$ (0.15)

$ (0.48)

Stock Options

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Antidilutive securities excluded from computation of earnings per share (in shares)

586

4,473

345

4,473

Restricted Shares

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Antidilutive securities excluded from computation of earnings per share (in shares)

369,545

1,813,428

337,915

1,800,920

[1]	Effect of the Reorganization, as defined in Note 1, has been retrospectively applied to the periods ended September 30, 2015.
[2]	The impact of potentially dilutive securities for the three and nine months ended September 30, 2016 and 2015 was not considered because the effect would be anti-dilutive in each of those periods.

Related Party Transactions (Details) - Management and Investment Advisory Services Agreement - Bayside Capital, Inc. - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Nov. 03, 2014
Related Party Transaction [Line Items]
Annual management fee per agreement with related party		$ 3.0
Expenses from transactions with related party	$ 5.4

Commitments and Contingencies (Details) $ in Thousands				3 Months Ended		9 Months Ended		12 Months Ended
Commitments and Contingencies (Details) $ in Thousands	May 03, 2016 USD ($)	Nov. 03, 2014 USD ($)	Dec. 24, 2009 USD ($) Entity	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)
Guarantor Obligations [Line Items]
Contingent acquisition compensation expense				$ 14,985	$ 11,236	$ 42,205	$ 34,944
2009 Acquisition
Guarantor Obligations [Line Items]
Number of business entities acquired \| Entity			36
Maximum potential contingent consideration			$ 10,000
Estimated future contingent compensation expense				14,900		14,900		$ 14,000
Ancillary Services Acquisition
Guarantor Obligations [Line Items]
Estimated future contingent compensation expense				$ 16,600		16,600
Contingent acquisition compensation expense						$ 3,100
Symbion Holdings Corporation
Guarantor Obligations [Line Items]
Escrow deposit	$ 16,600	$ 16,200
Escrow distributed								2,100
Escrow, current balance								14,000
Subordinated Notes
Guarantor Obligations [Line Items]
Promissory Note stated interest rate				17.00%		17.00%
Subordinated Notes \| Promissory Notes \| 2009 Acquisition
Guarantor Obligations [Line Items]
Promissory Note stated interest rate			8.00%
Operating Leases \| Financial Guarantee
Guarantor Obligations [Line Items]
Guaranteed operating lease payments				$ 49		$ 49		$ 160
Operating lease term						10 years

Segment Reporting - Revenues by Reportable Segment (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) segment	Sep. 30, 2015 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments \| segment			3
Revenues	$ 282,682	$ 239,599	$ 839,437	$ 696,569
Surgical Facility Services
Segment Reporting Information [Line Items]
Revenues	256,795	219,631	766,248	643,900
Ancillary Services
Segment Reporting Information [Line Items]
Revenues	22,684	16,347	62,967	41,557
Optical Services
Segment Reporting Information [Line Items]
Revenues	$ 3,203	$ 3,621	$ 10,222	$ 11,112

Segment Reporting - Schedule of Operating Income by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Segment Reporting Information [Line Items]
Total segment adjusted EBITDA	$ 44,748	$ 39,857	$ 129,205	$ 114,299
General and administrative expenses	(14,985)	(11,236)	(42,205)	(34,944)
Non-cash stock compensation expense	691	426	1,326	1,279
Contingent acquisition compensation expense	1,530	0	3,060	0
Management fee	0	750	0	2,250
Acquisition related costs	316	0	1,561	0
Total adjusted EBITDA	44,748	39,857	129,205	114,299
Less: Net income attributable to non-controlling interests	16,672	16,906	54,392	52,061
Depreciation and amortization	(9,713)	(8,611)	(28,984)	(25,538)
Interest and other expense, net	(26,475)	(26,573)	(74,863)	(78,507)
Income tax benefit (expense)	1,694	(3,917)	(2,496)	(8,368)
Non-cash stock compensation expense	(691)	(426)	(1,326)	(1,279)
Contingent acquisition compensation expense	(1,530)	0	(3,060)	0
Management fee	0	(750)	0	(2,250)
Merger transaction, integration and practice acquisition costs	(2,471)	(1,541)	(8,579)	(15,189)
(Loss) gain on disposal or impairment of long-lived assets, net	(572)	(1,161)	(1,697)	1,522
Tax receivable agreement expense	(3,733)	0	(3,733)	0
Loss on debt refinancing	(3,595)	0	(11,876)	0
Net income	14,334	13,784	46,983	36,751
Merger transaction and integration costs	1,864	1,249	6,361	14,897
Practice acquisition costs	607	292	2,200	292
Operating Segments
Segment Reporting Information [Line Items]
Total segment adjusted EBITDA	57,196	49,917	165,463	145,714
Total adjusted EBITDA	57,196	49,917	165,463	145,714
Operating Segments \| Surgical Facility Services
Segment Reporting Information [Line Items]
Total segment adjusted EBITDA	53,347	44,031	153,318	129,337
Total adjusted EBITDA	53,347	44,031	153,318	129,337
Operating Segments \| Ancillary Services
Segment Reporting Information [Line Items]
Total segment adjusted EBITDA	2,573	4,957	9,141	13,257
Total adjusted EBITDA	2,573	4,957	9,141	13,257
Operating Segments \| Optical Services
Segment Reporting Information [Line Items]
Total segment adjusted EBITDA	1,276	929	3,004	3,120
Total adjusted EBITDA	$ 1,276	$ 929	$ 3,004	$ 3,120

Segment Reporting - Assets by Operating Segment (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Segment Reporting Information [Line Items]
Assets	$ 2,248,725	$ 2,104,443
Operating Segments
Segment Reporting Information [Line Items]
Assets	2,066,774	1,906,131
Operating Segments \| Surgical Facility Services
Segment Reporting Information [Line Items]
Assets	1,868,349	1,762,396
Operating Segments \| Ancillary Services
Segment Reporting Information [Line Items]
Assets	174,068	118,198
Operating Segments \| Optical Services
Segment Reporting Information [Line Items]
Assets	24,357	25,537
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Assets	$ 181,951	$ 198,312

Segment Reporting - Cash Purchases of Property and Equipment (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Segment Reporting Information [Line Items]
Purchases of property and equipment, net	$ 28,377	$ 18,115
Operating Segments
Segment Reporting Information [Line Items]
Purchases of property and equipment, net	24,924	13,950
Operating Segments \| Surgical Facility Services
Segment Reporting Information [Line Items]
Purchases of property and equipment, net	21,151	13,300
Operating Segments \| Ancillary Services
Segment Reporting Information [Line Items]
Purchases of property and equipment, net	3,450	561
Operating Segments \| Optical Services
Segment Reporting Information [Line Items]
Purchases of property and equipment, net	323	89
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Purchases of property and equipment, net	$ 3,453	$ 4,165