0001638833-22-000019 | 10-K | XBRL Viewer

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net income	$ 70.7	$ 1.3	$ 45.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	98.8	94.8	76.5
Non-cash interest expense, net	22.0	4.5	2.5
Equity-based compensation expense	17.4	13.2	10.2
Loss (gain) on disposals, net	2.2	5.7	(4.4)
Impairment charges	0.0	33.5	7.9
Loss on debt extinguishment	9.1	0.0	11.7
Deferred income taxes	8.9	(21.9)	8.5
Income from equity investments, net of distributions received	0.2	0.5	0.3
Non-cash lease expense	39.1	39.4	40.0
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable	(32.1)	(46.6)	(23.5)
Medicare accelerated payments and deferred governmental grants	(73.6)	135.2	0.0
DOJ settlement payments	(32.2)	(4.0)	0.0
Other operating assets and liabilities	(43.4)	(8.7)	(45.3)
Net cash provided by operating activities	87.1	246.9	129.5
Cash flows from investing activities:
Purchases of property and equipment	(57.6)	(42.9)	(73.6)
Payments for acquisitions, net of cash acquired	(285.8)	(104.6)	(13.8)
Proceeds from disposals of facilities and other assets	6.0	58.5	17.6
Sale (purchase) of equity investments	5.4	0.0	(15.2)
Other investing activities	0.3	0.6	(0.2)
Net cash used in investing activities	(331.7)	(88.4)	(85.2)
Cash flows from financing activities:
Principal payments on long-term debt	(343.2)	(216.3)	(490.8)
Borrowings of long-term debt	299.4	429.4	506.9
Payments of debt issuance costs	(11.7)	(8.5)	(8.9)
Proceeds from equity offerings	581.8	0.0	0.0
Payments of equity offering costs	(27.6)	0.0	0.0
Payment of premium on debt extinguishment	0.0	0.0	(17.8)
Distributions to non-controlling interest holders	(131.0)	(109.6)	(121.2)
Payments related to ownership transactions with non-controlling interest holders	(28.4)	(27.4)	(3.2)
Payments of preferred dividends	(5.1)	0.0	0.0
Other financing activities	(17.9)	(0.9)	(0.9)
Net cash provided by (used in) financing activities	316.3	66.7	(135.9)
Net increase (decrease) in cash, cash equivalents and restricted cash	71.7	225.2	(91.6)
Cash, cash equivalents and restricted cash at beginning of period	318.2	93.0	184.6
Cash, cash equivalents and restricted cash at end of period	389.9	318.2	93.0
Supplemental cash flow information:
Interest paid, net of interest income received	194.3	203.6	180.3
Cash paid for income taxes	1.5	1.7	1.6
Non-cash purchases of property and equipment	$ 22.3	$ 27.7	$ 30.7

Redeemable Preferred Stock - Summary (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Increase (Decrease) in Temporary Equity [Roll Forward]
Balance at beginning of period	$ 434.5	$ 395.0
Dividends accrued	10.3	39.5
Dividends declared	(5.1)	0.0
Redeemable preferred stock conversion to common stock	(439.7)	0.0
Balance at end of period	$ 0.0	$ 434.5

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Income Taxes - Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits at beginning of year	$ 0.1	$ 0.1
Reductions for tax positions of prior year	0.0	0.0
Unrecognized tax benefits at end of year	$ 0.1	$ 0.1

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Retained Deficit	Retained Deficit Cumulative Effect, Period of Adoption, Adjustment	Non-Controlling Interests— Non-Redeemable
Beginning Balance, stockholders' equity (shares) at Dec. 31, 2018			48,869,000
Beginning Balance, stockholders' equity at Dec. 31, 2018	$ 1,098.9	$ 6.1	$ 0.5	$ 673.5	$ (22.4)	$ (247.0)	$ 6.1	$ 694.3
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	6.0					(74.8)		80.8
Equity-based compensation (shares)			430,000
Equity-based compensation	9.2			9.2
Preferred dividends	(35.7)			(35.7)
Other comprehensive loss	(28.3)				(28.3)
Acquisition and disposal of shares of non-controlling interests, net	8.3			15.7				(7.4)
Distributions to non-controlling interests—non-redeemable holders	(81.2)							(81.2)
Other	0.1							0.1
Ending Balance, stockholders' equity (shares) at Dec. 31, 2019			49,299,000
Ending Balance, stockholders' equity at Dec. 31, 2019	983.4		$ 0.5	662.7	(50.7)	(315.7)		686.6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(30.4)					(116.1)		85.7
Equity-based compensation (shares)			1,163,000
Equity-based compensation	12.4			12.4
Preferred dividends	(39.5)			(39.5)
Other comprehensive loss	(10.3)				(10.3)
Acquisition and disposal of shares of non-controlling interests, net	39.8			(27.7)				67.5
Distributions to non-controlling interests—non-redeemable holders	(73.1)							(73.1)
Other	$ (0.2)							(0.2)
Ending Balance, stockholders' equity (shares) at Dec. 31, 2020	50,461,706		50,462,000
Ending Balance, stockholders' equity at Dec. 31, 2020	$ 882.1		$ 0.5	607.9	(61.0)	(431.8)		766.5
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	21.8					(70.9)		92.7
Equity-based compensation (shares)			737,000
Equity-based compensation	9.0			9.0
Preferred dividends	(10.3)			(10.3)
Preferred share conversion (shares)			22,609,000
Preferred share conversion	439.7		$ 0.2	439.5
Equity offering (shares)			15,525,000
Equity offering	554.2		$ 0.2	554.0
Other comprehensive loss	29.5				29.5
Acquisition and disposal of shares of non-controlling interests, net	131.2			22.2				109.0
Distributions to non-controlling interests—non-redeemable holders	$ (87.6)							(87.6)
Ending Balance, stockholders' equity (shares) at Dec. 31, 2021	89,332,557		89,333,000
Ending Balance, stockholders' equity at Dec. 31, 2021	$ 1,969.6		$ 0.9	$ 1,622.3	$ (31.5)	$ (502.7)		$ 880.6

Equity-Based Compensation - Restricted and Performance Share-Based Activity (Details) - Restricted and Performance Shares - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Unvested Shares
Outstanding, beginning of the period (shares)	1,447,367	775,886	703,024
Granted/Earned (shares)	1,009,085	1,387,059	801,751
Forfeited/Cancelled (shares)	(77,844)	(162,635)	(272,706)
Vested (shares)	(723,212)	(552,943)	(456,183)
Outstanding, end of the period (shares)	1,655,396	1,447,367	775,886
Weighted Average Grant Date Fair Value
Outstanding, beginning of the period (in USD per share)	$ 9.75	$ 13.78	$ 16.18
Granted/Earned (in USD per share)	39.90	6.87	12.70
Forfeited/Cancelled (in USD per share)	47.40	13.77	12.97
Vested (in USD per share)	42.88	12.78	16.20
Outstanding, end of the period (in USD per share)	$ 11.55	$ 9.75	$ 13.78

Organization and Summary of Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

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


	Carrying Amount				Fair Value
	December 31,				December 31,
	2021		2020		2021		2020

Senior secured term loan	$	1,530.7	$	1,539.4	$	1,530.7	$	1,533.4
6.750% senior unsecured notes due 2025	$	370.0	$	370.0	$	371.9	$	376.0
10.000% senior unsecured notes due 2027	$	545.0	$	545.0	$	577.0	$	596.8

Schedule of Revenues by Service Type

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


	Year Ended December 31,
	2021		2020		2019
Patient service revenues:
Surgical facilities revenues	95.7	%	95.3	%	94.1	%
Ancillary services revenues	3.0	%	3.4	%	4.3	%
Total patient service revenues	98.7	%	98.7	%	98.4	%
Other service revenues	1.3	%	1.3	%	1.6	%
Total revenues	100.0	%	100.0	%	100.0	%

Schedule of Revenue Sources for Patient Service Revenues

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


	Year Ended December 31,
	2021				2020				2019
	Amount		%		Amount		%		Amount		%
Patient service revenues:
Private insurance	$	1,110.1	50.6	%	$	989.9	53.9	%	$	970.5	53.8	%
Government	949.9		43.3	%	708.5		38.6	%	701.9		38.9	%
Self-pay	61.1		2.8	%	58.5		3.2	%	46.1		2.6	%
Other (1)	73.9		3.3	%	79.2		4.3	%	84.6		4.7	%
Total patient service revenues	2,195.0		100.0	%	1,836.1		100.0	%	1,803.1		100.0	%
Other service revenues	30.1				24.0				28.3
Total revenues	$	2,225.1			$	1,860.1			$	1,831.4

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

Schedule of Rollforward of Non-Controlling Interests - Redeemable

A summary of activity related to the non-controlling interests—redeemable for the years ended December 31, 2021 and 2020 is as follows (in millions):


	December 31,
	2021		2020

Balance at beginning of period	$	306.8	$	321.0
Net income attributable to non-controlling interests—redeemable	48.9		31.7
Acquisition and disposal of shares of non-controlling interests, net—redeemable	17.9		(9.4)
Distributions to non-controlling interest —redeemable holders	(43.4)		(36.5)
Balance at end of period	$	330.2	$	306.8

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 94.5	$ 90.5	$ 71.9
Buildings and improvements \| Minimum
Property, Plant and Equipment [Line Items]
Property, and equipment useful life	20 years
Buildings and improvements \| Maximum
Property, Plant and Equipment [Line Items]
Property, and equipment useful life	40 years
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
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

Derivatives and Hedging Activities - Interest Rate Swaps and Interest Rate Caps Outstanding (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	$ 23.6	$ 0.0
Derivative liability, notional amount	(58.2)	(61.0)
Current notional amount	1,533.6	1,200.0
Pay-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	435.0	0.0
Pay-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	330.0	0.0
Pay-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	435.0	0.0
Interest rate cap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	166.8	0.0
Interest rate cap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	166.8	0.0
Pay-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	165.0	0.0
Pay-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	120.0	0.0
Pay-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	150.0	0.0
Receive-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative liability, notional amount	(165.0)	0.0
Receive-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative liability, notional amount	(120.0)	0.0
Receive-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative liability, notional amount	(150.0)	0.0
Pay-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	0.0	330.0
Pay-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	0.0	330.0
Pay-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	0.0	240.0
Pay-fixed swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Derivative asset, notional amount	$ 0.0	$ 300.0

Equity-Based Compensation - Fair Value Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (shares)	0	0	2,256,500
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (shares)	0	0	2,256,500
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected volatility (percent)			60.00%
Risk-free interest rate, minimum (percent)			2.30%
Risk-free interest rate, maximum (percent)			2.40%
Expected dividends (percent)			0.00%
Average expected term (years)			4 years
Stock Option \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Fair value of stock options granted (in USD per share)			$ 4.83
Stock Option \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Fair value of stock options granted (in USD per share)			$ 6.41

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Activity Related to Goodwill

A summary of the changes in the carrying amount of goodwill follows (in millions):


	December 31,
	2021		2020

Balance at beginning of period	$	3,468.0	$	3,402.4
Acquisitions, including post acquisition adjustments	447.0		154.7
Disposals	(3.2)		(55.6)
Impairments	—		(33.5)
Balance at end of period	$	3,911.8	$	3,468.0

Summary of Components of Indefinite-Lived Intangible Assets

A summary of the components of intangible assets follows (in millions):


	December 31, 2021						December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net

Finite-lived intangible assets:
Management rights agreements	$	24.8	$	(9.4)	$	15.4	$	31.1	$	(10.1)	$	21.0
Other	19.6		(10.1)		9.5		13.6		(6.5)		7.1
Total finite-lived intangible assets	44.4		(19.5)		24.9		44.7		(16.6)		28.1
Indefinite-lived intangible assets	18.8		—		18.8		18.8		—		18.8
Total intangible assets	$	63.2	$	(19.5)	$	43.7	$	63.5	$	(16.6)	$	46.9

Summary of Components of Finite-Lived Intangible Assets

A summary of the components of intangible assets follows (in millions):


	December 31, 2021						December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net

Finite-lived intangible assets:
Management rights agreements	$	24.8	$	(9.4)	$	15.4	$	31.1	$	(10.1)	$	21.0
Other	19.6		(10.1)		9.5		13.6		(6.5)		7.1
Total finite-lived intangible assets	44.4		(19.5)		24.9		44.7		(16.6)		28.1
Indefinite-lived intangible assets	18.8		—		18.8		18.8		—		18.8
Total intangible assets	$	63.2	$	(19.5)	$	43.7	$	63.5	$	(16.6)	$	46.9

Summary of Scheduled Amortization

Total estimated amortization expense for the next five years and thereafter related to intangible assets follows (in millions):


2022	$	6.6
2023	3.5
2024	1.8
2025	1.5
2026	1.2
Thereafter	10.3
Total	$	24.9

Organization and Summary of Accounting Policies - CARES ACT (Details) - USD ($) $ in Millions	12 Months Ended			21 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Proceeds from grants received	$ 27.0			$ 86.0
Grant funds	37.9	$ 46.2	$ 0.0
Accelerated payments		120.0
Repayments of grants received	60.0
Current deferred accelerated payments	60.0	95.0		60.0
Long-term deferred accelerated payments	0.0			0.0
Current deferred accrued payroll and benefits	8.5	$ 16.9		8.5
Long-term deferred accrued payroll and benefits	$ 0.0			$ 0.0

Redeemable Preferred Stock - Narrative (Details) $ / shares in Units, $ in Millions			12 Months Ended
	May 17, 2021 $ / shares shares	Aug. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) trading_day $ / shares shares	Nov. 05, 2021 $ / shares	Jan. 27, 2021 $ / shares	Dec. 31, 2020 $ / shares shares
Temporary Equity [Line Items]
Preferred stock, par value (in USD per share)			$ 0.01			$ 0.01
Equity offering \| $			$ 554.2
Common stock, par value (in USD per share)			$ 0.01	$ 0.01	$ 0.01	$ 0.01
Preferred stock, shares outstanding (shares) \| shares			0			0
Conversion Of Series A Preferred Stock Into Common Stock
Temporary Equity [Line Items]
Common stock, par value (in USD per share)	$ 0.01
Series A Preferred Stock
Temporary Equity [Line Items]
Preferred stock dividend rate (percent)		10.00%	10.00%
Trading days \| trading_day			20
Consecutive trading days \| trading_day			30
Threshold share price (in USD per share)			$ 42.00
Preferred stock, shares outstanding (shares) \| shares	0
Common Class A \| Conversion Of Series A Preferred Stock Into Common Stock
Temporary Equity [Line Items]
Shares of common stock issued in conversion (shares) \| shares	22,609,000
Majority Shareholder \| Series A Preferred Stock
Temporary Equity [Line Items]
Stock issued during period (shares) \| shares		310,000
Preferred stock, par value (in USD per share)		$ 0.01
Purchase price per share (in USD per share)		$ 1,000
Equity offering \| $		$ 310.0

Income Taxes - Income Tax Rate Reconciliation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Tax expense (benefit) at U.S.federal statutory rate	$ 17.1	$ (4.0)	$ 11.5
State income tax, net of U.S. federal tax benefit	2.3	2.4	5.7
Change in valuation allowance	20.9	4.1	13.6
Net income attributable to non-controlling interests	(29.9)	(24.8)	(25.2)
Changes in measurement of uncertain tax positions	0.0	0.0	(0.1)
Stock option compensation	(1.7)	1.2	1.3
Differences related to divested facilities	(2.6)	(0.7)	0.1
Tax return reconciling differences	1.3	0.0	1.1
Change in effective tax rate	0.0	(0.8)	0.3
Tax Receivable Agreement liability	0.7	0.9	1.6
Goodwill impairment	0.0	4.3	0.5
Litigation settlement	0.0	(3.7)	0.0
Adjustments to unrealized attributes	2.3	0.0	0.0
Other	0.1	1.0	(0.9)
Total income tax expense (benefit)	$ 10.5	$ (20.1)	$ 9.5

Organization and Summary of Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and footnotes. Examples include, but are not limited to, estimates of accounts receivable allowances, professional and general liabilities and the estimate of deferred tax assets or liabilities. Actual results could differ from those estimates.
Principles of Consolidation	The 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.
Variable Interest Entities	Variable Interest Entities The consolidated financial statements include the accounts of variable interest entities ("VIE") in which the Company is the primary beneficiary under the provisions of the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification 810, "Consolidation". The Company has the power to direct the activities that most significantly impact a VIE's economic performance. Additionally, the Company would absorb the majority of the expected losses from any of these entities should such expected losses occur. As of December 31, 2021, the Company's consolidated VIEs include five surgical facilities and four physician practices.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants to sell the asset or transfer the liability. The Company uses fair value measurements based on inputs classified into the following hierarchy: •Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. •Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These may include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. •Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, depending on the nature of the item being valued. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, restricted invested assets and accounts payable approximate their fair values under Level 3 calculations. The fair values in the table above were based on a Level 2 inputs using quoted prices for identical liabilities in inactive markets. The carrying amounts related to the Company's other long-term debt obligations, including finance lease obligations, approximate their fair values under Level 3 calculations.
Revenues	Revenues The Company's revenues generally relate to contracts with patients in which the performance obligations are to provide health care services. The Company recognizes revenues in the period in which our obligations to provide health care services are satisfied and reports the amount that reflects the consideration the Company expects to be entitled to receive. The contractual relationships with patients, in most cases, also involve a third-party payor (e.g., Medicare, Medicaid and private insurance organizations, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by or negotiated with the third-party payors. The payment arrangements with third-party payors for the services provided to the related patients typically specify payments at amounts less than the Company's standard charges. The Company continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. Patient service revenues. This revenue is related to charging facility fees in exchange for providing patient care. The fee charged for health care procedures performed in surgical facilities varies depending on the type of service provided, but usually includes all charges for usage of an operating room, a recovery room, special equipment, medical supplies, nursing staff and medications. The fee does not normally include professional fees charged by the patient’s surgeon, anesthesiologist or other attending physician, which are billed directly by such physicians to the patient or third-party payor. However, in several surgical facilities, the Company charges for anesthesia services. Ancillary service revenues include fees for patient visits to the Company's physician practices, pharmacy services and diagnostic tests ordered by physicians. Patient service revenues are recognized as performance obligations are satisfied. Performance obligations are based on the nature of services provided. Typically, the Company recognizes revenue at a point in time in which services are rendered and the Company has no obligation to provide further patient services. As the Company primarily performs outpatient procedures, performance obligations are generally satisfied same day and revenue is recognized on the date of service. The Company determines the transaction price based on gross charges for services provided, net of estimated contractual adjustments and discounts from third-party payors. The Company estimates its contractual adjustments and discounts based on contractual agreements, its discount policies and historical experience. Changes in estimated contractual adjustments and discounts are recorded in the period of change. Other service revenues. Other service revenues include management and administrative service fees derived from the non-consolidated facilities that the Company accounts for under the equity method, management of surgical facilities in which it does not own an interest, and management services provided to physician practices for which the Company is not required to provide capital or additional assets. These agreements typically require the Company to provide recurring management services over a multi-year period, which are billed and collected on a monthly basis. The fees derived from these management arrangements are based on a predetermined percentage of the revenues of each facility or practice and are recognized in the period in which management services are rendered and billed. For the years ended December 31, 2020 and 2019, other service revenues also includes optical service revenues, which consisted of handling charges billed to the members of the Company's optical products purchasing organization. The Company sold its optical products purchasing organization on December 31, 2020.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash 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. At December 31, 2020, cash, cash equivalents and restricted cash reported within the consolidated statement of cash flows includes $0.3 million of restricted investments, which are reflected in other long-term assets in the consolidated balance sheets. These restricted investments represented restricted cash held in accordance with the provisions of a long-term operating lease agreement held as security for performance under the Company's covenants and obligations within the agreement. The restrictions were released during the year ended December 31, 2021.
Accounts Receivable	Accounts Receivable Accounts receivable from third-party payors are recorded net of estimated implicit price concessions, which are estimated based on the historical trend of the Company's surgical hospitals’ cash collections and contractual write-offs, and for the Company's surgical facilities in general, established fee schedules, relationships with payors and procedure statistics. While changes in estimated reimbursement from third-party payors remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on its financial condition or results of operations. Accounts receivable consists of receivables from federal and state agencies (under the Medicare and Medicaid programs), private insurance organizations, employers and patients. Management recognizes that revenues and receivables from government agencies are significant to the Company's operations, but it does not believe that there is significant credit risk associated with these government agencies. Concentration of credit risk with respect to other payors is limited because of the large number of such payors. The Company recognizes that final reimbursement of accounts receivable is subject to final approval by each third-party payor. However, because the Company has contracts with its third-party payors and also verifies insurance coverage of the patient before medical services are rendered, the amounts that are pending approval from third-party payors are not considered significant. Amounts are classified outside of self-pay if the Company has an agreement with the third-party payor or has verified a patient’s coverage prior to services rendered. The Company's policy is to collect co-payments and deductibles prior to providing medical services. Patient services of the Company are primarily non-emergency, which allows the surgical facilities to control the procedures for which third-party reimbursement is sought and obtained. The Company does not require collateral from self-pay patients. The Company's collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account. The Company analyzes accounts receivable at each of its surgical facilities to ensure the proper collection and aged category. Collection efforts include direct contact with third-party payors or patients, written correspondence and the use of legal or collection agency assistance, as required.
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. 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. For discussion on impairment for goodwill and indefinite-lived intangible assets, refer to Note 4. "Goodwill and Intangible Assets."
Professional and General and Workers' Compensation Insurance	Professional and 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 liability insurance coverage is on a claims-made basis and the general liability insurance is on an occurrence basis. The Company also maintains workers' compensation insurance, subject to a self-insured retention. 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 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 consolidated balance sheets.
Derivative Instruments and Hedging Activities	Derivative Instruments and Hedging Activities The Company records all derivatives on the balance sheet at fair value and any financing elements treated as debt instruments are recorded at amortized cost. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. During 2021 and 2020, such derivatives have been used to hedge the variable cash flows associated with existing variable-rate debt.For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income ("OCI") and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings, as documented at hedge inception in accordance with the Company’s accounting policy election. Amounts reported in accumulated OCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.
Investments in Unconsolidated Affiliates	Investments in Unconsolidated Affiliates Investments in unconsolidated affiliates in which the Company exerts significant influence but does not control or otherwise consolidate are accounted for using the equity method. Equity method investments are initially recorded at cost, unless the investments are a result of the Company losing control of a previously controlled entity, but still retaining a non-controlling interest. The Company did not have any such deconsolidations during the years ended December 31, 2021 and 2020. These investments are included as investments in and advances to affiliates in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in income from equity investments in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary.
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 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 consolidated statements of operations; changes in ownership interests in which the Company retains a controlling interest are accounted for as equity transactions assuming the Company continues to consolidate related entities. Certain transactions with non-controlling interests are classified within financing activities in the consolidated statements of cash flows. The 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 partnership and limited liability company through which the Company owns and operates its surgical facilities is governed by a partnership or operating agreement, respectively. In certain circumstances, the applicable partnership or operating agreements for the Company's surgical facilities provide that the facilities will purchase all of the physician limited partners’ or physician minority members’, as applicable, ownership if certain adverse regulatory events occur, such as it becoming illegal for the physician(s) to own an interest in a surgical facility, refer patients to a surgical facility or receive cash distributions from a surgical facility. The non-controlling interests—redeemable are reported outside of stockholders' equity in the 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2021, the FASB issued Accounting Standards Update ("ASU") 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance. The ASU provides specific authoritative guidance for the disclosure of government assistance including the nature of assistance received, the accounting for and presentation of assistance received and the significant terms and conditions, including commitments and contingencies regarding such assistance. The ASU is effective for financial statements issued for annual periods beginning after December 15, 2021 and may be early adopted. The Company early adopted this ASU beginning with this Annual Report on Form 10-K for the year ended December 31, 2021.
Acquisitions and Disposals	Acquisitions and Disposals The Company accounts for 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. Any goodwill recognized is determined as the excess of the fair value of the consideration conveyed plus the fair value of any non-controlling interests in the acquisition over the fair value of the net assets acquired. Acquisitions in which the Company is able to exert significant influence but does not have control are accounted for using the equity method. Acquired assets and assumed liabilities typically include, but are not limited to, fixed assets, intangible assets and right-of-use leases. The valuations are based on appraisal reports, discounted cash flow analyses, actuarial analyses or other appropriate valuation techniques to determine the fair value of the assets acquired or liabilities assumed. Fair value attributable to non-controlling interests is based on a Level 3 computation using significant inputs that are not observable in the market. Key inputs used to determine the fair value include financial multiples used in the purchase of non-controlling interests, primarily from acquisitions of surgical facilities. Such multiples, based on earnings, are used as a benchmark for the discount to be applied for the lack of control or marketability. Fair value attributable to the property and equipment acquired is based on Level 3 computations using key inputs such as cost trend data and comparable asset sales. Fair value attributable to the intangible assets acquired is based on Level 3 computations using key inputs such as the Company's internally-prepared financial projections. Fair values assigned to acquired working capital are based on carrying amounts reported by the acquiree at the date of acquisition, which approximate their fair values.
Property and Equipment	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 20 to 40 years for buildings and building improvements, 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. The Company also leases certain facilities and equipment under finance leases. Assets held under finance leases are stated at the present value of lease payments at the inception of the related lease. Such assets are amortized on a straight-line basis over the lesser of the lease term or the remaining useful life of the leased asset.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill represents the fair value of the consideration provided in an acquisition over the fair value of net assets acquired and is not amortized. The Company has indefinite-lived intangible assets related to the certificates of need held in jurisdictions where certain of its surgical facilities are located, Medicare licenses and certain management rights agreements. The Company also has finite-lived intangible assets related to physician guarantee agreements, non-compete agreements, management rights agreements and customer relationships. Physician income guarantees are amortized into salaries and benefits costs in the 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 consolidated statements of operations over the service lives of the agreements, typically ranging from two to five years for non-compete agreements and 15 years for the management rights agreements. Customer relationships are amortized into depreciation and amortization expense in the consolidated statements of operations over the estimated lives of the relationships, ranging from three to ten years. The Company tests its goodwill and indefinite-lived intangible assets for impairment at least annually, as of October 1, or more frequently if certain indicators arise. The Company tests for goodwill impairment at the reporting unit level, which is defined as one level below an operating segment. During 2021, the Company identified two reporting units, which include the following: 1) Surgical Facilities and 2) Ancillary Services. A detailed evaluation of potential impairment indicators was performed, which specifically considered the volatility observed in the prices of the Company’s outstanding debt securities and common stock, as well as surgical case volumes. Prior to 2021, the Company had a third reporting unit, Alliance, which was a component of the Optical Services operating segment. On December 31, 2020, the Company sold the remaining assets of the Optical Services operating segment. The Company compares the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. To determine the fair value of the reporting units, the Company obtained valuations at the reporting unit level prepared by third-party valuation specialists which typically utilizes a combination of the income and market approaches. The discounted cash flow model is projected based on a year-by-year assessment that considers historical results, estimated market conditions, internal projections, and relevant publicly available statistics. Determining fair value requires the exercise of significant judgment, including assumptions about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. The significant judgments are typically based upon Level 3 inputs, generally defined as unobservable inputs representing the Company's own assumptions. The cash flows employed in the discounted cash flow analysis are based on the Company's most recent budgets and business plans aligned with provided guidance and, when applicable, various growth rates are assumed for years beyond the current business plan period. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units. The variables within the discount rate, many of which are outside of the Company's control, provide the best estimate of all assumptions applied within the discounted cash flow model. There can be no assurance that operations will achieve the future cash flows reflected in the projections. In determining the fair value under the market approaches, the analysis includes a control premium, which was based on observable market data and a review of selected transactions of companies that operate in the Company's sector. While the Company believes that all assumptions utilized in the testing were appropriate, they may not reflect actual outcomes that could occur. Specific factors that could negatively impact the assumptions used include changes to the discount and growth rates and a change in the equity and enterprise premiums being realized in the market.
Leases	Leases The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the right to use the underlying assets for the lease term and the lease liabilities represent the obligation to make lease payments arising from the leases. Right-of-use assets and liabilities are recognized at commencement date based on the present value of future lease payments over the lease term, which includes only payments that are fixed and determinable at the time of commencement. When readily determinable, the Company uses the interest rate implicit in a lease to determine the present value of future lease payments. For leases where the implicit rate is not readily determinable, the Company's incremental borrowing rate is used. The Company calculates its incremental borrowing rate on a periodic basis using a third-party financial model that estimates the rate of interest the Company would have to pay to borrow an amount equal to the total lease payments on a collateralized basis over a term similar to the lease. The Company applies its incremental borrowing rate using a portfolio approach. The right-of-use asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company's operating leases are primarily for real estate, including medical office buildings, and corporate and other administrative offices. The Company's finance leases are primarily for medical equipment and information technology and telecommunications assets. The Company's finance leases also include certain land, buildings and improvements as discussed in Note 3. "Property and Equipment." Real estate lease agreements typically have initial terms of ten years and may include one or more options to renew. Certain leases also include options to purchase the leased property. The useful life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The majority of the Company's medical equipment leases have a bargain purchase option that is reasonably certain of exercise, so these assets are depreciated over their useful life. The Company's lease agreements do not contain any material residual value guarantees, restrictions or covenants. Certain of the Company's lease agreements require the Company to pay common area maintenance, repairs, property taxes and insurance costs, which are variable amounts based on actual costs incurred during each applicable period. Certain lease agreements also include escalating rent payments that are not fixed at commencement but are based on an index that is determined in future periods over the lease term based on changes in the Consumer Price Index or other measure of cost inflation. These variable components of lease payments are expensed as incurred and are not included in the determination of the right-of-use asset or lease liability.
Earnings Per Share	Earnings Per ShareBasic and diluted earnings per share are calculated based on the weighted-average number of shares outstanding in each period and dilutive stock options, unvested shares and warrants, to the extent such securities exist and have a dilutive effect on earnings per share. The Company computes basic and diluted earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation method that determines earnings per share for common shares and participating securities according to their participation rights in dividends and undistributed earnings.
Income Taxes	Income Taxes The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any change in tax rates that could impact deferred tax assets or liabilities are recognized in the same period the change occurs. If a net operating loss ("NOL") and/or interest limitation ("163(j)") carryforward exists, the Company makes a determination as to whether that NOL and/or 163(j) carryforward will be utilized in the future. A valuation allowance is established for certain net operating loss and interest limitation 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 income tax examinations for years prior to 2018 or state income tax examinations for years prior to 2017. The Company and certain of its subsidiaries file a consolidated federal income tax return. The partnerships, limited liability companies, and certain non-consolidated physician practice corporations also file separate income tax returns. The Company's allocable portion of each partnership's and limited liability company's income or loss is included in taxable income of the Company. The remaining income or loss of each partnership and limited liability company is allocated to the other owners.
Equity-Based Compensation	Equity-Based CompensationTransactions 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. 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.

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Schedule of Segment Revenue and Operating Income

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


	Year Ended December 31,
	2021		2020		2019
Revenues:
Surgical Facility Services	$	2,157.8	$	1,793.4	$	1,748.2
Ancillary Services	67.3		63.6		79.4
Optical Services	—		3.1		3.8
Total	$	2,225.1	$	1,860.1	$	1,831.4

Adjusted EBITDA:
Surgical Facility Services	$	422.0	$	339.3	$	328.9
Ancillary Services	1.7		(3.4)		2.6
Optical Services	—		1.4		1.4
All other	(84.1)		(80.7)		(74.3)
Total	$	339.6	$	256.6	$	258.6

Reconciliation of Adjusted EBITDA:
Income (loss) before income taxes	$	81.2	$	(18.8)	$	54.6

Net income attributable to non-controlling interests	(141.6)		(117.4)		(119.9)
Depreciation and amortization	98.8		94.8		76.5
Interest expense, net	221.0		201.8		178.9
Equity-based compensation expense	17.4		13.2		10.2
Transaction and integration related costs (1)	46.1		38.2		36.1
Loss (gain) on disposals, net	2.2		5.7		(4.4)
Litigation settlement and other litigation costs (2)	5.6		6.4		4.6
Impairment charges	—		33.5		7.9
Gain on escrow release (3)	—		(0.8)		—
Loss on debt extinguishment	9.1		—		11.7
Hurricane-related impacts (4)	(0.2)		—		—
Tax receivable agreement expense	—		—		2.4
Adjusted EBITDA	$	339.6	$	256.6	$	258.6

(1)For the year ended December 31, 2021, this amount includes transaction and integration costs of $39.8 million and start-up costs related to a de novo surgical hospital of $6.3 million. For the year ended December 31, 2020, this amount includes transaction and integration costs of $23.2 million and start-up costs related to a de novo surgical hospital of $15.0 million. For the year ended December 31, 2019, this amount includes transaction and integration costs of $19.0 million and other acquisition costs and start-up costs related to a de novo surgical hospital of $17.1 million.

(2)This amount includes litigation settlement costs of $1.2 million and $0.2 million for the years ended December 31, 2020 and 2019, respectively, with no comparable costs in 2021. This amount also includes other litigation costs of $5.6 million, $5.2 million and $4.4 million for the years ended December 31, 2021, 2020 and 2019, respectively.

(3)Included in other income in the consolidated statement of operations for the year ended December 31, 2020, with no comparable gain in 2021 and 2019.

(4)Reflects the impact of insurance proceeds received net of operating losses incurred in the six months ended December 31, 2021, at a surgical facility that was closed following Hurricane Ida.

Schedule of Reconciliation of Assets from Segment to Consolidated


	December 31,
	2021		2020
Assets:
Surgical Facility Services	$	5,552.8	$	4,962.4
Ancillary Services	47.5		35.0
All other	517.3		415.8
Total assets	$	6,117.6	$	5,413.2

Schedule of Financial Information by Reportable Segment


	Year Ended December 31,
	2021		2020		2019
Cash purchases of property and equipment:
Surgical Facility Services	$	55.0	$	38.7	$	65.9
Ancillary Services	0.5		0.4		1.1
All other	2.1		3.8		6.6
Total cash purchases of property and equipment	$	57.6	$	42.9	$	73.6

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Income Tax (Benefit) Expense

Income tax expense (benefit) is comprised of the following (in millions):


	Year Ended December 31,
	2021		2020		2019

Current:
Federal	$	—	$	(0.2)	$	(0.2)
State	1.5		1.9		1.7
Deferred:
Federal	7.9		(22.2)		3.2
State	1.1		0.4		4.8
Total income tax expense (benefit)	$	10.5	$	(20.1)	$	9.5

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the provision for income taxes as reported in the consolidated statements of operations and the amount of income tax expense (benefit) computed by multiplying consolidated income (loss) in each year by the U.S. federal statutory rate of 21% (2021, 2020 and 2019) follows (in millions):


	Year Ended December 31,
	2021		2020		2019

Tax expense (benefit) at U.S.federal statutory rate	$	17.1	$	(4.0)	$	11.5
State income tax, net of U.S. federal tax benefit	2.3		2.4		5.7
Change in valuation allowance	20.9		4.1		13.6
Net income attributable to non-controlling interests	(29.9)		(24.8)		(25.2)
Changes in measurement of uncertain tax positions	—		—		(0.1)
Stock option compensation	(1.7)		1.2		1.3
Differences related to divested facilities	(2.6)		(0.7)		0.1
Tax return reconciling differences	1.3		—		1.1
Change in effective tax rate	—		(0.8)		0.3
Tax Receivable Agreement liability	0.7		0.9		1.6
Goodwill impairment	—		4.3		0.5
Litigation settlement	—		(3.7)		—
Adjustments to unrealized attributes	2.3		—		—
Other	0.1		1.0		(0.9)
Total income tax expense (benefit)	$	10.5	$	(20.1)	$	9.5

Schedule of Deferred Tax Assets and Liabilities

The components of temporary differences and the approximate tax effects that give rise to the Company’s net deferred tax asset are as follows (in millions):


	December 31,
	2021		2020

Deferred tax assets:
Medical malpractice liability	$	3.6	$	4.0
Accrued vacation and incentive compensation	3.0		3.2
Net operating loss carryforwards	152.1		164.7
Allowance for bad debts	3.0		2.5
Capital loss carryforwards	—		1.7
Amortization of intangible assets	1.2		2.2
Deferred financing costs	8.3		7.9
Section 163(j) interest	99.4		69.8
Interest rate swap liability	15.0		15.8
TRA liability	0.6		1.0
Right of use	51.1		50.6
Other deferred assets	11.1		16.4
Total gross deferred tax assets	348.4		339.8
Less: Valuation allowance	(113.0)		(91.1)
Total deferred tax assets	235.4		248.7
Deferred tax liabilities:
Depreciation on property and equipment	(2.6)		(1.8)
Basis differences of partnerships and joint ventures	(73.0)		(73.6)
Right of use	(44.2)		(47.5)
Other deferred liabilities	(1.2)		(1.0)
Total deferred tax liabilities	(121.0)		(123.9)
Net deferred tax assets	$	114.4	$	124.8

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of the beginning and ending liability for gross unrecognized tax benefits for the years ended December 31, 2021 and 2020 is as follows (in millions):


	December 31,
	2021		2020

Unrecognized tax benefits at beginning of year	$	0.1	$	0.1
Reductions for tax positions of prior year	—		—
Unrecognized tax benefits at end of year	$	0.1	$	0.1

Equity-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) trading_day installment $ / shares shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) trading_day installment $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options and rights granted (shares)	0	0	2,256,500
Unrecognized compensation cost \| $	$ 19.3
Equity-based compensation expense \| $	$ 17.4	$ 13.2	$ 10.2
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted during period (shares)	232,097	1,077,367
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted during period (shares)	182,964	854,367
Vesting period	2 years
Restricted units granted, earned during period (shares)	776,988	309,692
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options and rights granted (shares)	0	0	2,256,500
Stock Option \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rate (as a percent)			33.30%
Number of annual installments \| installment			3
Stock Option \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rate (as a percent)			33.30%
Share price (in USD per share) \| $ / shares			$ 25.00
Threshold of consecutive trading days \| trading_day			30
Stock Option \| Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rate (as a percent)			33.30%
Share price (in USD per share) \| $ / shares			$ 35.00
Threshold of consecutive trading days \| trading_day			30
SAR Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards outstanding (in shares)	200,000
Exercise price (in USD per share) \| $ / shares	$ 12.90
Term of award	6 years
Awards exercisable (in shares)	120,000
SAR Awards \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	5 years
Vesting rate (as a percent)	50.00%
Number of annual installments \| installment	5
SAR Awards \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rate (as a percent)	25.00%
Share price (in USD per share) \| $ / shares	$ 25.00
Threshold of consecutive trading days \| trading_day	60
SAR Awards \| Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rate (as a percent)	25.00%
Share price (in USD per share) \| $ / shares	$ 35.00
Threshold of consecutive trading days \| trading_day	60
Minimum \| Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Minimum \| PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proportion of shares payable at end of period (as a percent)	0.00%
Minimum \| Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price (in USD per share) \| $ / shares			$ 4.83
Maximum \| Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	5 years
Maximum \| PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proportion of shares payable at end of period (as a percent)	150.00%
Maximum \| Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price (in USD per share) \| $ / shares			$ 6.41
2015 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized under plan (shares)	11,815,700
Shares available for future grant (shares)	8,048,499

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

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 20 to 40 years for buildings and building improvements, 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.

The Company also leases certain facilities and equipment under finance leases. Assets held under finance leases are stated at the present value of lease payments at the inception of the related lease. Such assets are amortized on a straight-line basis over the lesser of the lease term or the remaining useful life of the leased asset.

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


	December 31,
	2021		2020

Land	$	11.2	$	11.1
Buildings and improvements	131.3		109.7
Furniture and equipment	24.4		20.7
Computer and software	86.4		80.8
Medical equipment	221.0		196.8
Right-of-use finance lease asset	393.6		298.4
Construction in progress	34.1		16.4
Property and equipment, at cost	902.0		733.9
Less: Accumulated depreciation	(272.3)		(189.3)
Property and equipment, net	$	629.7	$	544.6

Depreciation expense was $94.5 million, $90.5 million and $71.9 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Segment Reporting - Narrative (Details)	12 Months Ended
Segment Reporting - Narrative (Details)	Dec. 31, 2021 segment
Segment Reporting [Abstract]
Number of operating segments	2

Acquisitions and Disposals - Acquisitions (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) surgical_facility physician_practice	Dec. 31, 2020 USD ($) surgical_facility	Dec. 31, 2019 USD ($)
Business Acquisition [Line Items]
Total cash consideration, net of cash acquired	$ 285.8	$ 104.6	$ 13.8
Surgical Facility and Physician Practice
Business Acquisition [Line Items]
Total cash consideration, net of cash acquired	$ 285.8	104.6
Noncash consideration		(8.7)
Contingent consideration		$ 0.7
Surgical Facilities
Business Acquisition [Line Items]
Number of business entities acquired \| surgical_facility	8	3
Physician Practices
Business Acquisition [Line Items]
Number of business entities acquired \| physician_practice	2
Surgical Facilities, Existing Markets
Business Acquisition [Line Items]
Number of business entities acquired \| surgical_facility	2	5

Commitments and Contingencies (Details) - USD ($) $ in Millions		12 Months Ended
	Apr. 01, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Guarantor Obligations [Line Items]
Professional, general and workers' compensation insurance reserve		$ 19.8	$ 21.4
Estimated insurance recoveries		8.7	10.5
Payment under settlement agreement	$ 30.7
Litigation-related charge		$ 0.0	1.2	$ 0.2
Projected tax savings period		5 years
Tax rate (percent)		24.00%
Remaining amounts payable under TRA		$ 22.0	43.2
Carrying value of liability, net of discount		19.7	37.0
Deferred tax liabilities, current		$ 19.7	$ 21.2
LIBOR
Guarantor Obligations [Line Items]
Interest accrued on payment under Tax Receivable Agreement, basis spread on variable rate (percent)		3.00%
Federal Funds Effective Swap Rate
Guarantor Obligations [Line Items]
Debt instrument, basis spread on variable rate (percent)		3.00%
Materially More Restrictive \| LIBOR
Guarantor Obligations [Line Items]
Debt instrument, basis spread on variable rate (percent)		5.00%
Not Materially More Restrictive \| LIBOR
Guarantor Obligations [Line Items]
Debt instrument, basis spread on variable rate (percent)		3.00%

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Comprehensive Income [Abstract]
Net income	$ 70.7	$ 1.3	$ 45.1
Other comprehensive income (loss), net of tax:
Derivative activity	29.5	(10.3)	(28.3)
Comprehensive income (loss)	100.2	(9.0)	16.8
Less: Comprehensive income attributable to non-controlling interests	(141.6)	(117.4)	(119.9)
Comprehensive loss attributable to Surgery Partners, Inc.	$ (41.4)	$ (126.4)	$ (103.1)

- Definition

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

+ References + Details

- Definition

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

+ References + Details

- Definition

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

+ References

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+ Details

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Reconciliation of Numerator and Denominator of Basic and Diluted EPS

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


	Year Ended December 31,
	2021		2020		2019

Numerator:
Net loss attributable to Surgery Partners, Inc.	$	(70.9)	$	(116.1)	$	(74.8)
Less: Amounts allocated to participating securities (1)	(10.3)		(39.5)		(35.7)
Net loss attributable to common stockholders	$	(81.2)	$	(155.6)	$	(110.5)

Denominator:
Weighted average shares outstanding- basic and diluted (2)	72,427		48,776		48,280

Basic and diluted loss per share (2)	$	(1.12)	$	(3.19)	$	(2.29)

Dilutive securities outstanding not included in the computation of diluted loss per share as their effect is antidilutive:
Stock options	1,920		712		—
Restricted shares	1,452		981		67

(1)Includes dividends accrued for the Series A Preferred Stock. The Series A Preferred Stock does not participate in undistributed losses.

(2)The impact of potentially dilutive securities for all periods were not considered because the effect would be anti-dilutive in each of those periods.

Goodwill and Intangible Assets - Future Amortization of Intangible Assets (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 6.6
2023	3.5
2024	1.8
2025	1.5
2026	1.2
Thereafter	10.3
Total	$ 24.9	$ 28.1

Acquisitions and Disposals (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

Preliminary or final amounts recognized for each major class of assets acquired and liabilities assumed for acquisitions completed during the years ended December 31, 2021 and 2020, including post acquisition date adjustments, are as follows (in millions):


	2021		2020

Total consideration	$	290.0	$	120.1
Fair value of non-controlling interests	185.9		57.3
Aggregate acquisition date fair value	$	475.9	$	177.4
Net assets acquired:
Current Assets	$	36.9	$	24.3
Property and equipment	27.1		50.6
Intangible assets	—		3.6
Goodwill	446.1		153.7
Right-of-use operating lease assets	17.1		15.4
Other long-term assets	4.6		0.2
Current liabilities	(15.9)		(16.4)
Long-term debt	(20.5)		(40.0)
Right-of-use operating lease liabilities	(15.1)		(14.0)
Long-term liabilities	(4.4)		—
Aggregate acquisition date fair value	$	475.9	$	177.4

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsDuring January 2022, the Company purchased a controlling interest in an ASC and practice for $30.6 million. The Company funded the cash purchase price with available resources. As of the date of this filing, the Company has not completed its preliminary estimation of the fair values assigned to the assets acquired and liabilities assumed.

Other Current Liabilities - Summary (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Other Liabilities Disclosure [Abstract]
Right-of-use operating lease liabilities	$ 40.1	$ 39.2
Accrued legal settlement	0.0	32.2
Interest payable	29.2	24.5
Cost report liabilities	26.4	16.9
Amounts due to patients and payors	26.0	20.9
Tax receivable agreement liability	19.7	21.2
Accrued expenses and other	68.6	62.1
Total	$ 210.0	$ 217.0

Organization and Summary of Accounting Policies - Revenues by Sources (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Total revenues	$ 2,225.1	$ 1,860.1	$ 1,831.4
Patient service revenues
Disaggregation of Revenue [Line Items]
Total revenues	$ 2,195.0	$ 1,836.1	$ 1,803.1
Patient service revenues \| Customer \| Revenue
Disaggregation of Revenue [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	100.00%	100.00%	100.00%
Private insurance
Disaggregation of Revenue [Line Items]
Total revenues	$ 1,110.1	$ 989.9	$ 970.5
Private insurance \| Customer \| Revenue
Disaggregation of Revenue [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	50.60%	53.90%	53.80%
Government
Disaggregation of Revenue [Line Items]
Total revenues	$ 949.9	$ 708.5	$ 701.9
Government \| Customer \| Revenue
Disaggregation of Revenue [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	43.30%	38.60%	38.90%
Self-pay
Disaggregation of Revenue [Line Items]
Total revenues	$ 61.1	$ 58.5	$ 46.1
Self-pay \| Customer \| Revenue
Disaggregation of Revenue [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	2.80%	3.20%	2.60%
Other
Disaggregation of Revenue [Line Items]
Total revenues	$ 73.9	$ 79.2	$ 84.6
Other \| Customer \| Revenue
Disaggregation of Revenue [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	3.30%	4.30%	4.70%
Other service revenues
Disaggregation of Revenue [Line Items]
Total revenues	$ 30.1	$ 24.0	$ 28.3

Other Current Liabilities - (Tables)

12 Months Ended

Dec. 31, 2021

Other Liabilities Disclosure [Abstract]

Summary of Other Current Liabilities

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


	December 31,
	2021		2020

Right-of-use operating lease liabilities	$	40.1	$	39.2
Accrued legal settlement (1)	—		32.2
Interest payable	29.2		24.5
Cost report liabilities	26.4		16.9
Amounts due to patients and payors	26.0		20.9
Tax receivable agreement liability	19.7		21.2
Accrued expenses and other	68.6		62.1
Total	$	210.0	$	217.0

(1)See Note 14. "Commitments and Contingencies" for further discussion.

Segment Reporting - Revenues and Operating Income by Reportable Segment (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Revenues	$ 2,225.1	$ 1,860.1	$ 1,831.4
Adjusted EBITDA	339.6	256.6	258.6
Reconciliation of Adjusted EBITDA:
Income (loss) before income taxes	81.2	(18.8)	54.6
Less: Net income attributable to non-controlling interests	(141.6)	(117.4)	(119.9)
Depreciation and amortization	98.8	94.8	76.5
Interest expense, net	221.0	201.8	178.9
Equity-based compensation expense	17.4	13.2	10.2
Transaction, integration and acquisition costs	46.1	38.2	36.1
Loss (gain) on disposals, net	2.2	5.7	(4.4)
Litigation settlements and other litigation costs	5.6	6.4	4.6
Impairment charges	0.0	33.5	7.9
Gain on escrow release	0.0	(0.8)	0.0
Loss on debt extinguishment	9.1	0.0	11.7
Hurricane-related impacts	(0.2)	0.0	0.0
Tax receivable agreement expense	0.0	0.0	2.4
Transaction and integration costs	39.8	23.2	19.0
Start-up costs related to de novo surgical hospital	6.3	15.0	17.1
Litigation settlement	0.0	1.2	0.2
Other litigation costs	5.6	5.2	4.4
All other
Segment Reporting Information [Line Items]
Adjusted EBITDA	(84.1)	(80.7)	(74.3)
Surgical Facility Services \| Operating Segments
Segment Reporting Information [Line Items]
Revenues	2,157.8	1,793.4	1,748.2
Adjusted EBITDA	422.0	339.3	328.9
Ancillary Services \| Operating Segments
Segment Reporting Information [Line Items]
Revenues	67.3	63.6	79.4
Adjusted EBITDA	1.7	(3.4)	2.6
Optical Services \| Operating Segments
Segment Reporting Information [Line Items]
Revenues	0.0	3.1	3.8
Adjusted EBITDA	$ 0.0	$ 1.4	$ 1.4

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2021
Retirement Benefits [Abstract]
Employee Benefit Plans	Employee Benefit Plans Surgery Partners 401(k) Plan The Surgery Partners 401(k) Plan is a defined contribution plan whereby certain employees who have completed at least one month of service, including at least one hour of service during that period of time, are eligible to participate. Employees may enroll in the plan immediately upon completion of the minimum service requirement. The Surgery Partners 401(k) Plan allows eligible employees to make contributions of varying percentages or flat dollar amounts of their annual compensation, up to the maximum allowable amounts by the Internal Revenue Service ("IRS"). Eligible employees may or may not receive a match by the Company of their contributions. Employer contributions vest incrementally over a period of five years. The Company's contributions were $9.7 million, $7.2 million and $7.6 million for the years ended December 31, 2021, 2020, and 2019, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section S99
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=21916913&loc=d3e273930-122802

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
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-Paragraph 1
-Subparagraph (d)(i)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI http://asc.fasb.org/topic&trid=2235017

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 60
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=6414203&loc=d3e39689-114964

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
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-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (q)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (l)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

+ Details

Long-Term Debt - 10.000% Senior Unsecured Notes due 2027 (Details) - USD ($)	Apr. 11, 2019	Dec. 31, 2021	Dec. 31, 2020	Jul. 30, 2020
Debt Instrument [Line Items]
Debt issuance costs and discount, net of issuance premium		$ 16,500,000	$ 16,300,000
Senior Notes \| 10.000% senior unsecured notes due 2027
Debt Instrument [Line Items]
Debt instrument, stated rate (percent)	10.00%	10.00%
Face value of debt issued	$ 430,000,000			$ 115,000,000
Percentage of debt principal redeemable (percent)	40.00%
Percentage of principal (percent)				100.75%
Debt issuance costs and discount, net of issuance premium				$ 1,000,000
Senior Notes \| 10.000% senior unsecured notes due 2027 \| Redemption Period One
Debt Instrument [Line Items]
Redemption price of debt (percent)	110.00%
Senior Notes \| 10.000% senior unsecured notes due 2027 \| Redemption Period Two
Debt Instrument [Line Items]
Redemption price of debt (percent)	100.00%
Senior Notes \| 10.000% senior unsecured notes due 2027 \| Redemption Period Three
Debt Instrument [Line Items]
Redemption price of debt (percent)	105.00%
Senior Notes \| 10.000% senior unsecured notes due 2027 \| Redemption Period Four
Debt Instrument [Line Items]
Redemption price of debt (percent)	102.50%
Senior Notes \| 10.000% senior unsecured notes due 2027 \| Redemption Period Five
Debt Instrument [Line Items]
Redemption price of debt (percent)	100.00%
Senior Notes \| 10.000% senior unsecured notes due 2027 \| Redemption Period Six
Debt Instrument [Line Items]
Redemption price of debt (percent)	101.00%

Acquisitions and Disposals

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions and Disposals

The Company accounts for 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. Any goodwill recognized is determined as the excess of the fair value of the consideration conveyed plus the fair value of any non-controlling interests in the acquisition over the fair value of the net assets acquired. Acquisitions in which the Company is able to exert significant influence but does not have control are accounted for using the equity method.

Acquired assets and assumed liabilities typically include, but are not limited to, fixed assets, intangible assets and right-of-use leases. The valuations are based on appraisal reports, discounted cash flow analyses, actuarial analyses or other appropriate valuation techniques to determine the fair value of the assets acquired or liabilities assumed. Fair value attributable to non-controlling interests is based on a Level 3 computation using significant inputs that are not observable in the market. Key inputs used to determine the fair value include financial multiples used in the purchase of non-controlling interests, primarily from acquisitions of surgical facilities. Such multiples, based on earnings, are used as a benchmark for the discount to be applied for the lack of control or marketability. Fair value attributable to the property and equipment acquired is based on Level 3 computations using key inputs such as cost trend data and comparable asset sales. Fair value attributable to the intangible assets acquired is based on Level 3 computations using key inputs such as the Company's internally-prepared financial projections. Fair values assigned to acquired working capital are based on carrying amounts reported by the acquiree at the date of acquisition, which approximate their fair values.

Acquisitions

During the year ended December 31, 2021, the Company acquired controlling interests in eight surgical facilities, including a surgical hospital, and two physician practices for aggregate cash consideration of $285.8 million, net of cash acquired. Two of the surgical facilities were in existing markets that were merged into existing facilities. The cash consideration was funded through available resources. The total consideration was allocated to the assets acquired and liabilities assumed based upon the respective acquisition date fair values.

During the year ended December 31, 2020, the Company acquired a controlling interest in three surgical facilities, including a surgical hospital, a controlling interest in five surgical facilities in existing markets that were merged into existing facilities and a physician practice for total aggregate consideration of $120.1 million, including cash consideration of $104.6 million, net of cash acquired, non-cash consideration of $8.7 million and contingent consideration of $0.7 million. The non-cash consideration consisted of non-controlling interests in the Company's existing surgical facilities. During the year ended December 31, 2021, no significant changes were made to the purchase price allocation of assets and liabilities, existing at the date of acquisition, related to individual acquisitions completed in 2020.


	2021		2020

Total consideration	$	290.0	$	120.1
Fair value of non-controlling interests	185.9		57.3
Aggregate acquisition date fair value	$	475.9	$	177.4
Net assets acquired:
Current Assets	$	36.9	$	24.3
Property and equipment	27.1		50.6
Intangible assets	—		3.6
Goodwill	446.1		153.7
Right-of-use operating lease assets	17.1		15.4
Other long-term assets	4.6		0.2
Current liabilities	(15.9)		(16.4)
Long-term debt	(20.5)		(40.0)
Right-of-use operating lease liabilities	(15.1)		(14.0)
Long-term liabilities	(4.4)		—
Aggregate acquisition date fair value	$	475.9	$	177.4

The fair values assigned to certain assets acquired and liabilities assumed by the Company in 2021 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. The goodwill acquired in connection with the 2021 acquisitions was allocated to the Company's Surgical Facility Services reportable segment. The results of operations of the 2021 acquisitions are included in the Company’s results of operations beginning on the dates of acquisition, and were not considered significant for the year ended December 31, 2021.

Disposals

During the year ended December 31, 2021, the Company sold its interests in three surgery centers, one physician practice and certain other assets for combined net cash proceeds of $6.0 million, and recognized a net pre-tax gain of $4.0 million included in loss on disposals, net in the consolidated statement of operations for the year ended December 31, 2021.

During the year ended December 31, 2020, the Company sold its interests in three surgery centers, one of which was previously accounted for as an equity method investment, sold certain assets related to its anesthesia business, certain imaging assets and its optical products purchasing organization for combined net cash proceeds of $58.5 million, and recognized a net pre-tax gain of $5.2 million included in loss on disposals, net in the consolidated statement of operations for the year ended December 31, 2020. Additionally, the Company closed its diagnostic laboratory and recognized a net pre-tax loss of $3.5 million included in loss on disposals, net in the consolidated statement of operations for the year ended December 31, 2020.

During the year ended December 31, 2019, the Company disposed of previously owned real property associated with one of its existing non-consolidated surgical facilities. In connection with the sale, the Company recognized a $10.9 million pretax gain included in loss (gain) on disposals, net in the accompanying consolidated statements of operations. The sale did not impact the Company's investment in the surgical facility, which continues to be accounted for as an equity method investment.

Derivative Instruments and Hedging Activities (Policies)	12 Months Ended
	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Instruments and Hedging Activities	Derivative Instruments and Hedging Activities The Company records all derivatives on the balance sheet at fair value and any financing elements treated as debt instruments are recorded at amortized cost. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. During 2021 and 2020, such derivatives have been used to hedge the variable cash flows associated with existing variable-rate debt.For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income ("OCI") and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings, as documented at hedge inception in accordance with the Company’s accounting policy election. Amounts reported in accumulated OCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.

Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Goodwill, beginning of period	$ 3,468.0	$ 3,402.4
Acquisitions, including post acquisition adjustments	447.0	154.7
Disposals	(3.2)	(55.6)
Impairments	0.0	(33.5)
Goodwill, end of period	$ 3,911.8	$ 3,468.0

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

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

The following table presents the components of the Company's right-of-use assets and liabilities related to leases and their classification in the consolidated balance sheets at December 31, 2021 and 2020 (in millions):


	Classification in Consolidated Balance Sheets	December 31, 2021		December 31, 2020

Assets:
Operating lease assets	Right-of-use operating lease assets	$	324.1	$	310.1
Finance lease assets	Property and equipment, net of accumulated depreciation	329.6		258.1
Total leased assets		$	653.7	$	568.2

Liabilities:
Operating lease liabilities:
Current	Other current liabilities	$	40.1	$	39.2
Long-term	Right-of-use operating lease liabilities	315.6		300.9
Total operating lease liabilities		355.7		340.1
Finance lease liabilities:
Current	Current maturities of long-term debt	19.0		18.9
Long-term	Long-term debt, less current maturities	345.6		262.3
Total finance lease liabilities		364.6		281.2
Total lease liabilities		$	720.3	$	621.3

The following table presents the weighted-average lease terms and discount rates at December 31, 2021 and 2020 (in millions):


	December 31, 2021				December 31, 2020
	Operating Leases		Finance Leases		Operating Leases		Finance Leases

Weighted-average remaining lease term	8.8 years		16.8 years		8.9 years		15.9 years
Weight average discount rate	9.7	%	8.7	%	10.3	%	9.2	%

Schedule of Lease Expense and Cash Flow Information

The following table presents the components of the Company's lease expense and their classification in the consolidated statement of operations for the years ended December 31, 2021 and 2020 (in millions):


	December 31, 2021		December 31, 2020

Operating lease costs	$	76.4	$	74.1
Finance lease costs:
Amortization of leased assets	25.1		26.2
Interest on lease liabilities	27.4		22.2
Total finance lease costs	52.5		48.4
Variable and short-term lease costs	17.8		16.9
Total lease costs	$	146.7	$	139.4

The following table presents supplemental cash flow information for the years ended December 31, 2021 and 2020 (dollars in millions):


	December 31, 2021		December 31, 2020

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	74.3	$	68.1
Operating cash outflows from finance leases	$	26.5	$	20.7
Financing cash outflows from finance leases	$	20.1	$	18.3

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	68.7	$	62.1
Finance leases	$	73.4	$	47.0

Schedule of Maturity of Operating Leases

Future maturities of lease liabilities at December 31, 2021 are presented in the following table (in millions):


	Operating Leases		Finance Leases

2022	$	71.5	$	48.5
2023	68.3		45.0
2024	64.7		40.4
2025	57.7		38.4
2026	51.4		36.3
Thereafter	218.7		496.3
Total lease payments	532.3		704.9
Less: imputed interest	(176.6)		(340.3)
Total lease obligations	$	355.7	$	364.6

Schedule of Maturity of Finance Leases

Future maturities of lease liabilities at December 31, 2021 are presented in the following table (in millions):


	Operating Leases		Finance Leases

2022	$	71.5	$	48.5
2023	68.3		45.0
2024	64.7		40.4
2025	57.7		38.4
2026	51.4		36.3
Thereafter	218.7		496.3
Total lease payments	532.3		704.9
Less: imputed interest	(176.6)		(340.3)
Total lease obligations	$	355.7	$	364.6

Acquisitions and Disposals - Disposals (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 physician_practice	Dec. 31, 2021 surgery_center	Dec. 31, 2020 USD ($) surgery_center	Dec. 31, 2019 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from disposals of facilities and other assets	$ 6.0			$ 58.5	$ 17.6
Surgery Centers, Certain Assets Related to Anesthesia Business, Certain Imaging ASsets and Optical Products Purchasing Organization
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of interests sold		1	3	3
Proceeds from disposals of facilities and other assets	6.0			$ 58.5
Pre-tax gain (loss) on disposal	$ 4.0			5.2
Diagnostic Laboratory
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Pre-tax gain (loss) on disposal				$ (3.5)
Previously Owned Real Property Associated with Existing Non-Consolidated Surgical Facility
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Pre-tax gain (loss) on disposal					$ 10.9

Subsequent Events (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($) $ in Millions	Jan. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Subsequent Event [Line Items]
Total cash consideration, net of cash acquired		$ 285.8	$ 104.6	$ 13.8
Subsequent Event \| Ambulatory Surgery Centers (ASC) and Practice
Subsequent Event [Line Items]
Total cash consideration, net of cash acquired	$ 30.6

Redeemable Preferred Stock

12 Months Ended

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

Redeemable Preferred Stock

On August 31, 2017, the Company completed the sale issuance of 310,000 shares of the Company's preferred stock, par value $0.01 per share, designated as 10.00% Series A Convertible Perpetual Participating Preferred Stock (the "Series A Preferred Stock") to Bain Capital at a purchase price of $1,000 per share for an aggregate purchase price of $310.0 million (the "Preferred Private Placement").

Pursuant to the Certificate of Designations, Preferences, Rights and Limitations of 10.00% Series A Convertible Perpetual Participating Preferred Stock of Surgery Partners, Inc. (the “Certificate of Designation”), the Company was permitted to require the conversion of all, but not less than all, of the Series A Preferred Stock pursuant to the terms and conditions of the Certificate of Designation, after the second anniversary of the date of issuance, if the volume weighted average closing price of the Common Stock for any twenty out of thirty consecutive trading days prior to such date, equals or exceeds $42.00 per share. In accordance with such provision, on May 17, 2021, the Company converted all outstanding shares of Series A Preferred Stock into approximately 22.609 million shares of common stock, $0.01 par value per share. Following the conversion, no shares of Series A Preferred Stock remain outstanding. The conversion of the Series A Preferred Stock into common stock was a non-cash transaction, and therefore had no impact on the consolidated statements of cash flows.

The following table presents a summary of activity related to the redeemable preferred stock for the years ended December 31, 2021 and 2020 (in millions):


	December 31,
	2021		2020

Balance at beginning of period	$	434.5	$	395.0
Dividends accrued	10.3		39.5
Dividends declared	(5.1)		—
Redeemable preferred stock conversion to common stock	(439.7)		—
Balance at end of period	$	—	$	434.5

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any change in tax rates that could impact deferred tax assets or liabilities are recognized in the same period the change occurs. If a net operating loss ("NOL") and/or interest limitation ("163(j)") carryforward exists, the Company makes a determination as to whether that NOL and/or 163(j) carryforward will be utilized in the future. A valuation allowance is established for certain net operating loss and interest limitation 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 income tax examinations for years prior to 2018 or state income tax examinations for years prior to 2017.

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

The Company made income tax payments of $1.5 million, $1.7 million and $1.6 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Income tax expense (benefit) is comprised of the following (in millions):


	Year Ended December 31,
	2021		2020		2019

Current:
Federal	$	—	$	(0.2)	$	(0.2)
State	1.5		1.9		1.7
Deferred:
Federal	7.9		(22.2)		3.2
State	1.1		0.4		4.8
Total income tax expense (benefit)	$	10.5	$	(20.1)	$	9.5


	Year Ended December 31,
	2021		2020		2019

Tax expense (benefit) at U.S.federal statutory rate	$	17.1	$	(4.0)	$	11.5
State income tax, net of U.S. federal tax benefit	2.3		2.4		5.7
Change in valuation allowance	20.9		4.1		13.6
Net income attributable to non-controlling interests	(29.9)		(24.8)		(25.2)
Changes in measurement of uncertain tax positions	—		—		(0.1)
Stock option compensation	(1.7)		1.2		1.3
Differences related to divested facilities	(2.6)		(0.7)		0.1
Tax return reconciling differences	1.3		—		1.1
Change in effective tax rate	—		(0.8)		0.3
Tax Receivable Agreement liability	0.7		0.9		1.6
Goodwill impairment	—		4.3		0.5
Litigation settlement	—		(3.7)		—
Adjustments to unrealized attributes	2.3		—		—
Other	0.1		1.0		(0.9)
Total income tax expense (benefit)	$	10.5	$	(20.1)	$	9.5

The components of temporary differences and the approximate tax effects that give rise to the Company’s net deferred tax asset are as follows (in millions):


	December 31,
	2021		2020

Deferred tax assets:
Medical malpractice liability	$	3.6	$	4.0
Accrued vacation and incentive compensation	3.0		3.2
Net operating loss carryforwards	152.1		164.7
Allowance for bad debts	3.0		2.5
Capital loss carryforwards	—		1.7
Amortization of intangible assets	1.2		2.2
Deferred financing costs	8.3		7.9
Section 163(j) interest	99.4		69.8
Interest rate swap liability	15.0		15.8
TRA liability	0.6		1.0
Right of use	51.1		50.6
Other deferred assets	11.1		16.4
Total gross deferred tax assets	348.4		339.8
Less: Valuation allowance	(113.0)		(91.1)
Total deferred tax assets	235.4		248.7
Deferred tax liabilities:
Depreciation on property and equipment	(2.6)		(1.8)
Basis differences of partnerships and joint ventures	(73.0)		(73.6)
Right of use	(44.2)		(47.5)
Other deferred liabilities	(1.2)		(1.0)
Total deferred tax liabilities	(121.0)		(123.9)
Net deferred tax assets	$	114.4	$	124.8

The Company had federal NOL carryforwards of $573.0 million as of December 31, 2021, of which $478.3 million expire between 2029 and 2037. The remaining federal NOL carryforwards, which were generated after 2017, do not expire. The Company had state NOL carryforwards of $594.9 million as of December 31, 2021, which expire between 2022 and 2041. The Company had Section 163(j) interest limitation carryforwards of $397.5 million as of December 31, 2021, which do not expire.

The Company has recorded a valuation allowance against deferred tax assets at December 31, 2021 and 2020 totaling $113.0 million and $91.1 million, respectively, which represents an increase of $21.9 million. The valuation allowance continues to be provided for certain deferred tax assets for which the Company believes it is more likely than not that the tax benefits will not be realized, which are primarily Section 163(j) interest carryforwards, certain state NOLs and state credit carryforwards. Approximately $14.4 million of the valuation allowance as of December 31, 2021 is recorded against deferred tax assets attributable to interest rate swap liabilities that, if subsequently recognized, will be credits directly to contributed capital.

The Company has evaluated the realizability of its deferred tax assets based on sources of positive and negative evidence, and determined that it is more likely than not that the NOL carryforwards will be realized. The determination was made based upon projections of future book and taxable income. If the Company's expectations for future operating results on a consolidated basis or at the state jurisdiction level vary from actual results due to changes in health care regulations, general economic conditions, or other factors, the Company may need to adjust the valuation allowance, for all or a portion of its deferred tax assets. The Company's income tax expense in future periods will be reduced or increased to the extent of offsetting decreases or increases, respectively, in its valuation allowance in the period when the change in circumstances occurs. These changes could have a significant impact on the Company's future earnings.

A reconciliation of the beginning and ending liability for gross unrecognized tax benefits for the years ended December 31, 2021 and 2020 is as follows (in millions):


	December 31,
	2021		2020

Unrecognized tax benefits at beginning of year	$	0.1	$	0.1
Reductions for tax positions of prior year	—		—
Unrecognized tax benefits at end of year	$	0.1	$	0.1

The Company recognizes interest and penalties related to uncertain tax positions in its provision for income taxes in the consolidated statements of operations. For the years ended December 31, 2021 and 2020, the Company had approximately $0.1 million of accrued interest and penalties related to uncertain tax positions. The total amount of accrued liabilities related to uncertain tax positions that would affect the Company's effective tax rate, if recognized, is $0.1 million as of December 31, 2021 and 2020. The reserves are included in long-term taxes payable in the consolidated balance sheet as of December 31, 2021.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

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


	December 31,
	2021		2020

Land	$	11.2	$	11.1
Buildings and improvements	131.3		109.7
Furniture and equipment	24.4		20.7
Computer and software	86.4		80.8
Medical equipment	221.0		196.8
Right-of-use finance lease asset	393.6		298.4
Construction in progress	34.1		16.4
Property and equipment, at cost	902.0		733.9
Less: Accumulated depreciation	(272.3)		(189.3)
Property and equipment, net	$	629.7	$	544.6

Long-Term Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Long-Term Debt

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


	December 31,
	2021		2020

Senior secured term loan (1)	$	1,530.7	$	1,539.4
Senior secured revolving credit facility	—		—
6.750% senior unsecured notes due 2025	370.0		370.0
10.000% senior unsecured notes due 2027	545.0		545.0
Notes payable and other secured loans	145.0		137.5
Finance lease obligations	364.6		281.2
Less: unamortized debt issuance costs	(16.5)		(16.3)
Total debt	2,938.8		2,856.8
Less: Current maturities	60.4		64.4
Total long-term debt	$	2,878.4	$	2,792.4

(1)Includes unamortized fair value discount of $3.0 million and $3.7 million as of December 31, 2021 and 2020, respectively

Senior Secured Credit Facilities

The Company has a credit agreement (the "Credit Agreement") providing for a $1.545 billion senior secured term loan (the "Term Loan") and a $210.0 million senior secured revolving credit facility (the "Revolver" and together with the Term Loan, the “Senior Secured Credit Facilities"). During 2021, the Company entered into amendments to the Credit Agreement, which provided for (i) a new tranche of term loans that replaced or refinanced all of the existing term loans outstanding under the Credit Agreement, (ii) provided for an extension of the Term Loan and Revolver, (iii) and increased the outstanding commitments under the Revolver (the "2021 Amendments"). As of both December 31, 2021 and 2020, the Company had no outstanding borrowings on the Revolver. As of December 31, 2021, the Company's availability on the Revolver was $203.0 million (including outstanding letters of credit of $7.0 million).

The Term Loan will mature on August 31, 2026 (or, if at least $185 million of the Borrower’s 6.750% senior unsecured notes due 2025 shall have not either been repaid, repurchased or redeemed or refinanced with indebtedness having a maturity date not earlier than 91 days after August 31, 2026 by no later than April 1, 2025, then April 1, 2025). The Revolver matures on February 1, 2026. The Senior Secured Credit Facilities will bear interest at a rate per annum equal to (x) LIBOR plus a margin of 3.75% per annum (LIBOR with respect to the Term Loan shall be subject to a floor of 0.75%) or (y) an alternate base rate (which will be the highest of (i) the prime rate, (ii) 0.5% per annum above the federal funds effective rate and (iii) one-month LIBOR plus 1.00% per annum (the alternate base rate with respect to the Term Loan shall be subject to a floor of 1.75%)) plus a margin of 2.75% per annum.

The Term Loan is subject to quarterly amortization in an aggregate original principal amount of approximately 1.00% per annum. Voluntary prepayments of the Term Loan are permitted, in whole or in part, with prior notice, without premium or penalty (except LIBOR breakage costs and a call premium in the case of certain repricing events within a specified period of time after May 3, 2021). In addition, the Company is required to pay a commitment fee of 0.50% per annum in respect of unused commitments under the Revolver.

With respect to the Revolver, the Company is required to comply with a maximum consolidated total net leverage ratio of 9.50:1.00, which covenant will be tested quarterly on a trailing four quarter basis only if, as of the last day of the applicable fiscal quarter the Revolver is drawn in an aggregate amount greater than 35% of the total commitments under the Revolver. Such financial maintenance covenant is subject to an equity cure. The Credit Agreement includes customary negative covenants restricting or limiting the ability of the Company and its restricted subsidiaries, to, among other things, sell assets, alter its business, engage in mergers, acquisitions and other business combinations, declare dividends or redeem or repurchase equity interests, incur additional indebtedness or guarantees, make loans and investments, incur liens, enter into transactions with affiliates, prepay certain junior debt, and modify or waive certain material agreements

and organizational documents, in each case, subject to customary and other agreed upon exceptions. The Credit Agreement also contains customary affirmative covenants and events of default. The Revolver may be utilized for working capital, capital expenditures and general corporate purposes. Subject to certain conditions and requirements set forth in the Credit Agreement, the Company may request one or more additional incremental term loan facilities or one or more increases in the commitments under the Revolver. As of December 31, 2021, the Company was in compliance with the covenants contained in the Credit Agreement.

The Senior Secured Credit Facilities are guaranteed, on a joint and several basis, by SP Holdco I, Inc. and each of Surgery Center Holdings, Inc.'s current and future wholly-owned domestic restricted subsidiaries (subject to certain exceptions) (the "Subsidiary Guarantors") and are secured by a first priority security interest in substantially all of Surgery Center Holdings, Inc.'s, SP Holdco I, Inc.'s and the Subsidiary Guarantors’ assets (subject to certain exceptions).

In connection with the 2021 Amendments, the Company recorded debt issuance costs and discount of $11.9 million, and a debt extinguishment loss of $9.1 million, included in loss on debt extinguishment in the accompanying consolidated statement of operations for the year ended December 31, 2021. The loss includes the partial write-off of unamortized debt issuance costs and discounts related to the prior existing term loans, and a portion of debt issuance costs incurred with the Term Loan modification.

During 2020, in connection with incremental term loan borrowings, the Company recorded debt issuance costs and discount of $6.5 million for the year ended December 31, 2020.

6.750% Senior Unsecured Notes due 2025

Effective June 30, 2017, the Company issued $370.0 million in gross proceeds of senior unsecured notes due July 1, 2025 (the "2025 Unsecured Notes"). The 2025 Unsecured Notes bear interest at the rate of 6.750% per year, payable semi-annually on January 1 and July 1 of each year. The 2025 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 Senior Secured Credit Facilities (subject to certain exceptions).

The Company may redeem the 2025 Unsecured Notes, in whole or in part, at any time, at the redemption prices set forth below (expressed as a percentage of the principal amount to be redeemed), plus accrued and unpaid interest, if any, up to, but excluding, the date of redemption:


July 1, 2021 to June 30, 2022	101.688	%
July 1, 2022 and thereafter	100.000	%

If Surgery Center Holdings, Inc. experiences a change in control under certain circumstances, it must offer to purchase the 2025 Unsecured Notes at a purchase price equal to 101.000% of the principal amount, plus accrued and unpaid interest, if any, up to, but excluding, the date of repurchase.

The 2025 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.

10.000% Senior Unsecured Notes due 2027

Effective April 11, 2019, the Company issued $430.0 million in an aggregate principal amount of senior unsecured notes due April 15, 2027 (the "2027 Unsecured Notes"). The 2027 Unsecured Notes bear interest at the rate of 10.000% per annum, payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2019. The 2027 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 Senior Secured Credit Facilities (subject to certain exceptions).

The Company may redeem up to 40% of the aggregate principal amount of the 2027 Unsecured Notes at any time prior to April 15, 2022, with the net cash proceeds of certain equity issuances at a redemption price equal to 110.000% of the principal amount of notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.

The Company may redeem the 2027 Unsecured Notes, in whole or in part, at any time prior to April 15, 2022, at a redemption price equal to 100% of the principal amount of notes to be redeemed plus the applicable premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. The Company may redeem the 2027 Unsecured Notes, in whole or in part, at any time on or after April 15, 2022, at the redemption prices set forth below (expressed as a percentage of the principal amount of notes to be redeemed), plus accrued and unpaid interest, if any, up to, but excluding, the date of redemption:


April 15, 2022 to April 14, 2023	105.000	%
April 15, 2023 to April 14, 2024	102.500	%
April 15, 2024 and thereafter	100.000	%

If Surgery Center Holdings, Inc. experiences a change of control under certain circumstances, it must offer to purchase the 2027 Unsecured Notes at a purchase price equal to 101.000% of the aggregate principal amount of notes, plus accrued and unpaid interest, if any, up to, but excluding, the date of repurchase.

The indenture governing the 2027 Unsecured Notes contains 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.

On July 30, 2020, the Company completed the issuance and sale of $115.0 million in aggregate principal amount of senior unsecured notes due 2027 at 100.75% of the principal amount. The notes were issued as part of the same series as the existing 2027 Unsecured Notes originally issued in April 2019, and have the same terms. In connection with the notes issuance, the Company recorded debt issuance costs, net of issuance premium of $1.0 million.

Other Debt

Certain of the Company’s subsidiaries have outstanding indebtedness under notes payable and other secured loans, which is collateralized by the real estate and equipment owned by the surgical facilities to which the loans were made, and right-of-use finance lease obligations for which the Company is liable to various vendors for several property and equipment leases classified as finance leases. 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 December 31, 2021, the Company was in compliance with its covenants contained in the credit agreements.

Maturities

A summary of maturities for the Company's long-term debt, excluding unamortized debt issuance costs and the unamortized fair value discount discussed above, for the next five years and thereafter as of December 31, 2021 follows (in millions):


2022	$	60.4
2023	63.2
2024	47.9
2025	1,893.4
2026	21.2
Thereafter	872.2
Total	$	2,958.3

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the right to use the underlying assets for the lease term and the lease liabilities represent the obligation to make lease payments arising from the leases. Right-of-use assets and liabilities are recognized at commencement date based on the present value of future lease payments over the lease term, which includes only payments that are fixed and determinable at the time of commencement. When readily determinable, the Company uses the interest rate implicit in a lease to determine the present value of future lease payments. For leases where the implicit rate is not readily determinable, the Company's incremental borrowing rate is used. The Company calculates its incremental borrowing rate on a periodic basis using a third-party financial model that estimates the rate of interest the Company would have to pay to borrow an amount equal to the total lease payments on a collateralized basis over a term similar to the lease. The Company applies its incremental borrowing rate using a portfolio approach. The right-of-use asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

The Company's operating leases are primarily for real estate, including medical office buildings, and corporate and other administrative offices. The Company's finance leases are primarily for medical equipment and information technology and telecommunications assets. The Company's finance leases also include certain land, buildings and improvements as discussed in Note 3. "Property and Equipment." Real estate lease agreements typically have initial terms of ten years and may include one or more options to renew. Certain leases also include options to purchase the leased property. The useful life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The majority of the Company's medical equipment leases have a bargain purchase option that is reasonably certain of exercise, so these assets are depreciated over their useful life. The Company's lease agreements do not contain any material residual value guarantees, restrictions or covenants.

Certain of the Company's lease agreements require the Company to pay common area maintenance, repairs, property taxes and insurance costs, which are variable amounts based on actual costs incurred during each applicable period. Certain lease agreements also include escalating rent payments that are not fixed at commencement but are based on an index that is determined in future periods over the lease term based on changes in the Consumer Price Index or other measure of cost inflation. These variable components of lease payments are expensed as incurred and are not included in the determination of the right-of-use asset or lease liability.


	Classification in Consolidated Balance Sheets	December 31, 2021		December 31, 2020

Assets:
Operating lease assets	Right-of-use operating lease assets	$	324.1	$	310.1
Finance lease assets	Property and equipment, net of accumulated depreciation	329.6		258.1
Total leased assets		$	653.7	$	568.2

Liabilities:
Operating lease liabilities:
Current	Other current liabilities	$	40.1	$	39.2
Long-term	Right-of-use operating lease liabilities	315.6		300.9
Total operating lease liabilities		355.7		340.1
Finance lease liabilities:
Current	Current maturities of long-term debt	19.0		18.9
Long-term	Long-term debt, less current maturities	345.6		262.3
Total finance lease liabilities		364.6		281.2
Total lease liabilities		$	720.3	$	621.3

The following table presents the weighted-average lease terms and discount rates at December 31, 2021 and 2020 (in millions):


	December 31, 2021				December 31, 2020
	Operating Leases		Finance Leases		Operating Leases		Finance Leases

Weighted-average remaining lease term	8.8 years		16.8 years		8.9 years		15.9 years
Weight average discount rate	9.7	%	8.7	%	10.3	%	9.2	%


	December 31, 2021		December 31, 2020

Operating lease costs	$	76.4	$	74.1
Finance lease costs:
Amortization of leased assets	25.1		26.2
Interest on lease liabilities	27.4		22.2
Total finance lease costs	52.5		48.4
Variable and short-term lease costs	17.8		16.9
Total lease costs	$	146.7	$	139.4

During the years ended December 31, 2021 and 2020, the Company incurred lease costs of $25.8 million and $22.8 million, respectively, under operating lease agreements with physician investors who are related parties. During the years ended December 31, 2021 and 2020, the Company paid rent of $17.4 million and $6.9 million, respectively, under finance lease agreements with a lessor who is a related party. One of the Company's surgical facilities has a non-controlling ownership interest in the lessor. Payments are allocated to principal adjustments of the finance lease liability and interest expense.

The following table presents supplemental cash flow information for the years ended December 31, 2021 and 2020 (dollars in millions):


	December 31, 2021		December 31, 2020

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	74.3	$	68.1
Operating cash outflows from finance leases	$	26.5	$	20.7
Financing cash outflows from finance leases	$	20.1	$	18.3

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	68.7	$	62.1
Finance leases	$	73.4	$	47.0

Future maturities of lease liabilities at December 31, 2021 are presented in the following table (in millions):


	Operating Leases		Finance Leases

2022	$	71.5	$	48.5
2023	68.3		45.0
2024	64.7		40.4
2025	57.7		38.4
2026	51.4		36.3
Thereafter	218.7		496.3
Total lease payments	532.3		704.9
Less: imputed interest	(176.6)		(340.3)
Total lease obligations	$	355.7	$	364.6

Leases


	Classification in Consolidated Balance Sheets	December 31, 2021		December 31, 2020

Assets:
Operating lease assets	Right-of-use operating lease assets	$	324.1	$	310.1
Finance lease assets	Property and equipment, net of accumulated depreciation	329.6		258.1
Total leased assets		$	653.7	$	568.2

Liabilities:
Operating lease liabilities:
Current	Other current liabilities	$	40.1	$	39.2
Long-term	Right-of-use operating lease liabilities	315.6		300.9
Total operating lease liabilities		355.7		340.1
Finance lease liabilities:
Current	Current maturities of long-term debt	19.0		18.9
Long-term	Long-term debt, less current maturities	345.6		262.3
Total finance lease liabilities		364.6		281.2
Total lease liabilities		$	720.3	$	621.3

The following table presents the weighted-average lease terms and discount rates at December 31, 2021 and 2020 (in millions):


	December 31, 2021				December 31, 2020
	Operating Leases		Finance Leases		Operating Leases		Finance Leases

Weighted-average remaining lease term	8.8 years		16.8 years		8.9 years		15.9 years
Weight average discount rate	9.7	%	8.7	%	10.3	%	9.2	%


	December 31, 2021		December 31, 2020

Operating lease costs	$	76.4	$	74.1
Finance lease costs:
Amortization of leased assets	25.1		26.2
Interest on lease liabilities	27.4		22.2
Total finance lease costs	52.5		48.4
Variable and short-term lease costs	17.8		16.9
Total lease costs	$	146.7	$	139.4

The following table presents supplemental cash flow information for the years ended December 31, 2021 and 2020 (dollars in millions):


	December 31, 2021		December 31, 2020

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	74.3	$	68.1
Operating cash outflows from finance leases	$	26.5	$	20.7
Financing cash outflows from finance leases	$	20.1	$	18.3

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	68.7	$	62.1
Finance leases	$	73.4	$	47.0

Future maturities of lease liabilities at December 31, 2021 are presented in the following table (in millions):


	Operating Leases		Finance Leases

2022	$	71.5	$	48.5
2023	68.3		45.0
2024	64.7		40.4
2025	57.7		38.4
2026	51.4		36.3
Thereafter	218.7		496.3
Total lease payments	532.3		704.9
Less: imputed interest	(176.6)		(340.3)
Total lease obligations	$	355.7	$	364.6

Income Taxes - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Contingency [Line Items]
Cash paid for income taxes	$ 1.5	$ 1.7	$ 1.6
Valuation allowance	113.0	91.1
Increase in valuation allowance	21.9
Valuation allowance that if recognized, would credit directly to contributed capital	14.4
Accrued interest and penalties related to uncertain tax positions	0.1	0.1
Uncertain tax positions that would impact effective tax rate	0.1	$ 0.1
Interest Limitation
Income Tax Contingency [Line Items]
Capital loss carryforwards	397.5
Domestic Tax Authority
Income Tax Contingency [Line Items]
Net operating loss carryforwards	573.0
Subject to expiration	478.3
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Net operating loss carryforwards	$ 594.9

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 389.9	$ 317.9
Accounts receivable	430.2	382.2
Inventories	61.1	56.4
Prepaid expenses	25.6	17.6
Other current assets	39.3	27.4
Total current assets	946.1	801.5
Property and equipment, net	629.7	544.6
Intangible assets, net	43.7	46.9
Goodwill	3,911.8	3,468.0
Investments in and advances to affiliates	88.7	90.3
Right-of-use operating lease assets	324.1	310.1
Long-term deferred tax assets	114.4	124.8
Other long-term assets	59.1	27.0
Total assets	6,117.6	5,413.2
Current liabilities:
Accounts payable	124.9	100.2
Accrued payroll and benefits	77.1	65.4
Medicare accelerated payments and deferred governmental grants	64.4	109.8
Other current liabilities	210.0	217.0
Current maturities of long-term debt	60.4	64.4
Total current liabilities	536.8	556.8
Long-term debt, less current maturities	2,878.4	2,792.4
Right-of-use operating lease liabilities	315.6	300.9
Other long-term liabilities	87.0	139.7
Non-controlling interests—redeemable	330.2	306.8
Redeemable preferred stock - Series A; shares authorized - 310,000; shares issued or outstanding - none and 310,000, respectively; redemption value - none and $434.5, respectively	0.0	434.5
Stockholders' equity:
Preferred stock, $0.01 par value; shares authorized - 20,000,000; shares issued or outstanding - none	0.0	0.0
Common stock, $0.01 par value; shares authorized - 300,000,000; shares issued and outstanding - 89,332,557 and 50,461,706, respectively	0.9	0.5
Additional paid-in capital	1,622.3	607.9
Accumulated other comprehensive loss	(31.5)	(61.0)
Retained deficit	(502.7)	(431.8)
Total Surgery Partners, Inc. stockholders' equity	1,089.0	115.6
Non-controlling interests—non-redeemable	880.6	766.5
Total stockholders' equity	1,969.6	882.1
Total liabilities and stockholders' equity	$ 6,117.6	$ 5,413.2

Income Taxes - Income Tax (Benefit) Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal	$ 0.0	$ (0.2)	$ (0.2)
State	1.5	1.9	1.7
Deferred:
Federal	7.9	(22.2)	3.2
State	1.1	0.4	4.8
Total income tax expense (benefit)	$ 10.5	$ (20.1)	$ 9.5

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Goodwill and Intangible Assets - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) reporting_unit	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Finite-Lived Intangible Assets [Line Items]
Number of reporting units \| reporting_unit	2
Goodwill impairment loss	$ 0.0		$ 5.4
Amortization expense	4.3	$ 4.3	4.6
Surgical Facility \| Disposed of by Sale
Finite-Lived Intangible Assets [Line Items]
Pre-tax loss on disposal	$ 2.8
Physician income guarantees \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful lives of intangible assets	3 years
Physician income guarantees \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful lives of intangible assets	4 years
Non-compete agreements \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful lives of intangible assets	2 years
Non-compete agreements \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful lives of intangible assets	5 years
Management rights agreements
Finite-Lived Intangible Assets [Line Items]
Useful lives of intangible assets	15 years
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful lives of intangible assets	3 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful lives of intangible assets	10 years
Ancillary Services
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment loss		28.6
Alliance
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment loss		$ 4.9	$ 2.5

Goodwill and Intangible Assets - Components of Intangible Assets (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross carrying amount	$ 44.4	$ 44.7
Finite-lived intangible assets, accumulated amortization	(19.5)	(16.6)
Total	24.9	28.1
Indefinite-lived intangible assets	18.8	18.8
Total intangible assets, gross carrying amount	63.2	63.5
Total intangible assets, net	43.7	46.9
Management rights agreements
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross carrying amount	24.8	31.1
Finite-lived intangible assets, accumulated amortization	(9.4)	(10.1)
Total	15.4	21.0
Other
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross carrying amount	19.6	13.6
Finite-lived intangible assets, accumulated amortization	(10.1)	(6.5)
Total	$ 9.5	$ 7.1

Long-Term Debt - Maturities of Debt Obligations (Details) $ in Millions	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
2022	$ 60.4
2023	63.2
2024	47.9
2025	1,893.4
2026	21.2
Thereafter	872.2
Total	$ 2,958.3

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Operating Leases
2022	$ 71.5
2023	68.3
2024	64.7
2025	57.7
2026	51.4
Thereafter	218.7
Total lease payments	532.3
Less: imputed interest	(176.6)
Total lease obligations	355.7	$ 340.1
Finance Leases
2022	48.5
2023	45.0
2024	40.4
2025	38.4
2026	36.3
Thereafter	496.3
Total lease payments	704.9
Less: imputed interest	(340.3)
Total lease obligations	$ 364.6	$ 281.2

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Redeemable preferred stock, shares authorized (shares)	310,000	310,000
Redeemable preferred stock, shares issued (shares)	0	310,000
Redeemable preferred stock, shares outstanding (shares)	0	310,000
Redeemable preferred stock, redemption value	$ 0.0	$ 434.5
Preferred stock, par value (in 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 (in USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized (shares)	300,000,000	300,000,000
Common stock, shares issued (shares)	89,332,557	50,461,706
Common stock, shares outstanding (shares)	89,332,557	50,461,706

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

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Numerator:

Net loss attributable to Surgery Partners, Inc.

$ (70.9)

$ (116.1)

$ (74.8)

Less: amounts allocated to participating securities

(10.3)

(39.5)

(35.7)

Net loss attributable to common stockholders

(81.2)

(155.6)

(110.5)

Net loss attributable to common stockholders (diluted)

$ (81.2)

$ (155.6)

$ (110.5)

Denominator:

Weighted average shares outstanding - basic (shares)

^[1]

72,427

48,776

48,280

Weighted average shares outstanding - diluted (shares)

^[1]

72,427

48,776

48,280

Basic (in USD per share)

^[1]

$ (1.12)

$ (3.19)

$ (2.29)

Diluted (in USD per share)

^[1]

$ (1.12)

$ (3.19)

$ (2.29)

Stock options

Denominator:

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

1,920

712

Restricted shares

Denominator:

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

1,452

981

[1]	The impact of potentially dilutive securities for all periods were not considered because the effect would be anti-dilutive in those periods.

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

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Income Statement [Abstract]

Revenues

$ 2,225.1

$ 1,860.1

$ 1,831.4

Operating expenses:

Salaries and benefits

644.3

550.3

550.0

Supplies

636.4

538.4

507.9

Professional and medical fees

230.0

191.4

154.8

Lease expense

90.6

87.4

85.6

Other operating expenses

132.4

112.8

109.3

Cost of revenues

1,733.7

1,480.3

1,407.6

General and administrative expenses

104.0

97.1

88.6

Depreciation and amortization

98.8

94.8

76.5

Income from equity investments

(11.3)

(10.8)

(10.2)

Loss (gain) on disposals, net

2.2

5.7

(4.4)

Transaction and integration costs

39.8

23.2

19.0

Impairment charges

0.0

33.5

7.9

Grant funds

(37.9)

(46.2)

0.0

Loss on debt extinguishment

9.1

0.0

11.7

Litigation settlement

0.0

1.2

0.2

Other income

(15.5)

(1.7)

(1.4)

Total operating expenses

1,922.9

1,677.1

1,595.5

Operating income

302.2

183.0

235.9

Tax receivable agreement expense

0.0

(2.4)

Interest expense, net

(221.0)

(201.8)

(178.9)

Income (loss) before income taxes

81.2

(18.8)

54.6

Income tax expense (benefit)

10.5

(20.1)

9.5

Net income

70.7

1.3

45.1

Less: Net income attributable to non-controlling interests

(141.6)

(117.4)

(119.9)

Net loss attributable to Surgery Partners, Inc.

(70.9)

(116.1)

(74.8)

Less: Amounts attributable to participating securities

(10.3)

(39.5)

(35.7)

Net loss attributable to common stockholders

$ (81.2)

$ (155.6)

$ (110.5)

Net loss per share attributable to common stockholders - basic (in USD per share)

^[1]

$ (1.12)

$ (3.19)

$ (2.29)

Net loss per share attributable to common stockholders - diluted (in USD per share)

^[1]

$ (1.12)

$ (3.19)

$ (2.29)

Weighted average shares outstanding - basic (shares)

^[1]

72,427

48,776

48,280

Weighted average shares outstanding - diluted (shares)

^[1]

72,427

48,776

48,280

[1]	The impact of potentially dilutive securities for all periods were not considered because the effect would be anti-dilutive in those periods.

Equity-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

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. 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.

Equity-based awards are granted pursuant to the Surgery Partners, Inc. 2015 Omnibus Incentive Plan, as amended and restated effective January 1, 2020 ("2015 Omnibus Incentive Plan"). Under this plan, the Company can grant stock options, stock appreciation rights, restricted stock, unrestricted stock, stock units, performance awards, cash awards and other awards convertible into or otherwise based on shares of its common stock. As of December 31, 2021, 11,815,700 shares were authorized to be granted under the 2015 Omnibus Incentive Plan and 8,048,499 were available for future equity grants.

Restricted and Performance Share-Based Awards

During the years ended December 31, 2021 and 2020, the Company granted 232,097 and 1,077,367 restricted stock awards ("RSAs") to certain officers, employees and non-employee directors in accordance with the 2015 Omnibus Incentive Plan, respectively. Vesting and payment of these RSAs are generally subject to continuing service of the employee or non-employee director over the ratable vesting periods beginning one year from the date of grant to three or five years after the date of grant. The fair values of these RSAs were determined based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date.

During the years ended December 31, 2021 and 2020, the Company granted 182,964 and 854,367 performance-based restricted stock units ("PSUs") subject to the achievement of a combination of performance conditions, respectively. In addition to the achievement of the performance conditions, these PSUs are generally subject to the continuing service of the employee over the ratable vesting period from the earned date continuing for two years. For these PSUs, the number of shares payable at the end of the performance periods ranges from 0% to 150% of the targeted units based on the Company’s actual performance and/or market conditions results as compared to the targets. These PSUs are not considered outstanding until earned. During the years ended December 31, 2021 and 2020, 776,988 and 309,692 of the PSUs previously granted were deemed to have been earned, respectively.

Restricted and Performance Share-Based Activity

A summary of non-vested restricted share-based activity for the years ended December 31, 2021, 2020, and 2019 follows:


	Unvested Shares	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2018	703,024	$	16.18
Granted/Earned	801,751	12.70
Forfeited/Cancelled	(272,706)	12.97
Vested	(456,183)	16.20
Outstanding at December 31, 2019	775,886	$	13.78
Granted/Earned	1,387,059	6.87
Forfeited/Cancelled	(162,635)	13.77
Vested	(552,943)	12.78
Outstanding at December 31, 2020	1,447,367	$	9.75
Granted/Earned	1,009,085	39.90
Forfeited/Cancelled	(77,844)	47.40
Vested	(723,212)	42.88
Outstanding at December 31, 2021	1,655,396	$	11.55

Stock Options

The Company granted 2,256,500 stock options during the year ended December 31, 2019. No stock options were granted during the years ended December 31, 2021 and 2020. Options to purchase shares are granted with an exercise price equal to the fair market value of the Company’s common stock on the day of grant, based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date.

The stock options granted during the year ended December 31, 2019 are subject to the following performance and vesting criteria: (i) one-third (33.3%) of the award will vest in three equal annual installments on each of the first three anniversaries of December 31, 2019, (ii) one-third (33.3%) of the award will vest based on satisfaction of the time condition and the achievement by the Company of an average closing price of a share of Common Stock on the Nasdaq Stock Market of $25.00 over a period of thirty (30) consecutive trading days, and (iii) one-third (33.3%) of the award will vest based on satisfaction of the time condition and the achievement by the Company of an average closing price of a share of Common Stock on the Nasdaq Stock Market of $35.00 over a period of thirty (30) consecutive trading days, in each case, generally subject to continued employment on each vesting date. Forfeitures are recognized as incurred.

Option Valuation

In applying the Monte Carlo simulation model to value the stock options, the Company used the following assumptions:

▪ Risk-free interest rate. The risk-free interest rate is used as a component of the fair value of stock options to take into account the time value of money. For the risk-free interest rate, the Company uses the implied yield on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life, in years, of the options granted.

▪ Expected volatility. Volatility, for the purpose of share-based compensation, is a measurement of the amount that a share price has fluctuated. Expected volatility involves reviewing historical volatility and determining what, if any, change the share price will have in the future. The Company used historical stock price information of certain peer group companies for a period of time equal to the expected option life period to determine estimated volatility.

▪ Expected life, in years. A clear distinction is made between the expected life of an option and the contractual term of the option. The expected life of an option is considered the amount of time, in years, that an option is expected to be outstanding before it is exercised. Whereas, the contractual term of the stock option is the term an option is valid before it expires.

▪ Expected dividend yield. Since issuing dividends will affect the fair value of a stock option, GAAP requires companies to estimate future dividend yields or payments. The Company has not historically issued dividends and does not intend to issue dividends in the future. As a result, the Company does not apply a dividend yield component to its valuation.

The following table sets forth the assumptions used by the Company to estimate the fair value of stock options granted during the year ended December 31, 2019. No stock options were granted during the years ended December 31, 2021 and 2020.


	2019

Expected volatility	60	%
Risk-free interest rate	2.30% - 2.40%
Expected dividends	—
Average expected term (years)	4
Fair value of stock options granted	$4.83 - $6.41

The estimated fair value of options is amortized to expense on a straight-line basis over the options’ vesting period.

Stock Option Activity

A summary of stock option activity for the years ended December 31, 2021, 2020, and 2019 follows:


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)
Outstanding at December 31, 2018	512,687	$	13.03	9.8
Granted	2,256,500	13.00		9.2
Exercised	—
Forfeited/Cancelled	—
Outstanding at December 31, 2019	2,769,187	$	13.02	9.0
Granted	—
Exercised	(4,199)	20.24		5.8
Forfeited/Cancelled	(4,473)	19.00		4.8
Outstanding at December 31, 2020	2,760,515	$	12.88	8.0
Granted	—
Exercised	(9,155)	6.28		7.7
Forfeited/Cancelled	(366,500)	13.42		7.2
Outstanding at December 31, 2021 (1)	2,384,860	$	12.82	7.0

(1) Of the outstanding stock options, 1,588,186 were exercisable as of December 31, 2021.

Stock Appreciation Rights

As of December 31, 2021, there were 200,000 stock-settled stock appreciation right awards (the "SAR Awards") outstanding. These SAR Awards were granted on December 16, 2018. These were the only SAR Awards granted as of December 31, 2021. The SAR Awards have an exercise price of $12.90, and a remaining contractual term of 6.0 years. Fifty percent (50%) of the SAR Awards will vest in five equal annual installments on each of the first five anniversaries of the date of grant, generally subject to continued employment on each vesting date. Twenty-five percent (25%) of the award will vest based on satisfaction of the time condition and the achievement by the Company of an average closing price of a share of Common Stock on the Nasdaq Stock Market of $25.00 over a period of sixty (60) consecutive trading days, and twenty-five percent (25%) of the award will vest based on satisfaction of the time condition and the achievement by the Company of an average closing price of a share of Common Stock on the Nasdaq Stock Market of $35.00 over a period of sixty (60) consecutive trading days, in each case, generally subject to continued employment on each vesting date. Forfeitures are recognized as incurred. Of the outstanding SAR Awards, 120,000 were exercisable as of December 31, 2021.

Other information pertaining to equity-based compensation

At December 31, 2021, unrecognized compensation cost related to unvested shares, stock options and SAR Awards was approximately $19.3 million. Unrecognized compensation cost will be expensed annually based on the number of shares, stock options and SAR Awards that vest during the year.

The Company records equity-based compensation expense to recognize the fair value of the restricted shares, stock options and SAR Awards granted over the relevant vesting period. The Company recorded equity-based compensation expense of $17.4 million, $13.2 million and $10.2 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Organization and Summary of Accounting Policies - Carrying Amount and Fair Value of Financial Instruments (Details) - USD ($) $ in Millions	Dec. 31, 2021	May 03, 2021	Dec. 31, 2020	Apr. 11, 2019	Jun. 30, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 2,958.3
Senior secured term loan \| Secured Debt \| Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	1,530.7		$ 1,539.4
Senior secured term loan \| Secured Debt \| Fair Value \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 1,530.7		1,533.4
6.750% senior unsecured notes due 2025 \| Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, stated rate (percent)	6.75%	6.75%			6.75%
6.750% senior unsecured notes due 2025 \| Senior Notes \| Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 370.0		370.0
6.750% senior unsecured notes due 2025 \| Senior Notes \| Fair Value \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 371.9		376.0
10.000% senior unsecured notes due 2027 \| Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, stated rate (percent)	10.00%			10.00%
10.000% senior unsecured notes due 2027 \| Senior Notes \| Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 545.0		545.0
10.000% senior unsecured notes due 2027 \| Senior Notes \| Fair Value \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 577.0		$ 596.8

Other Current Liabilities

12 Months Ended

Dec. 31, 2021

Other Liabilities Disclosure [Abstract]

Other Current Liabilities

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


	December 31,
	2021		2020

Right-of-use operating lease liabilities	$	40.1	$	39.2
Accrued legal settlement (1)	—		32.2
Interest payable	29.2		24.5
Cost report liabilities	26.4		16.9
Amounts due to patients and payors	26.0		20.9
Tax receivable agreement liability	19.7		21.2
Accrued expenses and other	68.6		62.1
Total	$	210.0	$	217.0

(1)See Note 14. "Commitments and Contingencies" for further discussion.

Derivatives and Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Swaps and Interest Rate Caps Outstanding

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

December 31, 2021

December 31, 2020

Description

Effective Date

Notional Amount (in millions)

Status

Notional Amount (in millions)

Status

Maturity Date

Pay-fixed swap

May 7, 2021

435.0

Active

—

March 31, 2025

Pay-fixed swap

May 7, 2021

330.0

Active

—

March 31, 2025

Pay-fixed swap

May 7, 2021

435.0

Active

—

March 31, 2025

Interest rate cap

September 30, 2021

166.8

Active

—

March 31, 2025

Interest rate cap

September 30, 2021

166.8

Active

—

March 31, 2025

Pay-fixed swap

November 30, 2018

165.0

Active

—

November 30, 2023

Pay-fixed swap

November 30, 2018

120.0

Active

—

November 30, 2023

Pay-fixed swap

June 28, 2019

150.0

Active

—

November 30, 2023

Receive-fixed swap

April 30, 2021

(165.0)

Active

—

November 30, 2023

Receive-fixed swap

April 30, 2021

(120.0)

Active

—

November 30, 2023

Receive-fixed swap

April 30, 2021

(150.0)

Active

—

November 30, 2023

Pay-fixed swap

November 30, 2018

—

Terminated

330.0

Active

November 30, 2023

Pay-fixed swap

November 30, 2018

—

Terminated

330.0

Active

November 30, 2023

Pay-fixed swap

November 30, 2018

—

Terminated

240.0

Active

November 30, 2023

Pay-fixed swap

June 28, 2019

—

Terminated

300.0

Active

November 30, 2023

1,533.6

1,200.0

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

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


		December 31, 2021				December 31, 2020
	Location	Assets		Liabilities		Assets		Liabilities
Derivatives not designated as hedging instruments
Interest rate swaps	Other long-term assets	$	12.5	$	—	$	—	$	—
Interest rate swaps	Other long-term liabilities	—		12.4		—		—

Derivatives in cash flow hedging relationships
Interest rate caps	Other long-term assets	2.9		—		—		—
Interest rate swaps	Other long-term assets	8.2		—		—		—
Interest rate swaps	Other long-term liabilities (1)	—		45.8		—		61.0
Total		$	23.6	$	58.2	$	—	$	61.0

(1)The balance as of December 31, 2021 is related to the financing component of the pay-fixed, receive floating interest rate swaps.

Schedule of Effect of Interest Rate Swaps

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


		Year Ended December 31,
	Location	2021		2020		2019
Derivatives not designated as hedging instruments
Gain recognized in income	Other income	$	0.1	$	—	$	—

Derivatives in cash flow hedging relationships
(Gain) loss recognized in OCI (effective portion)		$	(4.8)	$	30.5	$	35.8
Loss reclassified from accumulated OCI into income (effective portion) (1)	Interest expense, net	$	24.7	$	20.2	$	7.5

(1)Includes amortization of accumulated OCI related to de-designated and terminated interest rate swaps of $14.0 million for the year ended December 31, 2021. There was no comparable amortization in prior year periods.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=125515794&loc=SL5580258-113959

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=125515794&loc=d3e41620-113959

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=125515794&loc=SL5579245-113959

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+ Details

Organization and Summary of Accounting Policies - Organization (Details)	Dec. 31, 2021 surgical_facility state
Product Information [Line Items]
Number of states in which entity operates \| state	31
Number of surgical facilities owned	126
Number of surgical facilities owned, majority interest	88
Number of surgical facilities owned, consolidated	109
Facilities, Ambulatory Surgery Centers
Product Information [Line Items]
Number of surgical facilities owned	108
Facilities, Surgical Hospitals
Product Information [Line Items]
Number of surgical facilities owned	18
Surgery Partners, Inc
Product Information [Line Items]
Voting interest held (percent)	54.90%

Derivatives and Hedging Activities - Pre-tax Effect of Derivatives on AOCI and Statement of Operations (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Amortization of accumulated OCI related	$ 14.0	$ 0.0	$ 0.0
Derivatives not designated as hedging instruments \| Other income
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Gain recognized in income	0.1	0.0	0.0
Derivatives in cash flow hedging relationships
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
(Gain) loss recognized in OCI (effective portion)	(4.8)	30.5	35.8
Derivatives in cash flow hedging relationships \| Interest expense, net
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Gain recognized in income	$ 24.7	$ 20.2	$ 7.5

Income Taxes - Temporary Differences and Approximate Tax Effects of Deferred Tax Asset and Liability (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Medical malpractice liability	$ 3.6	$ 4.0
Accrued vacation and incentive compensation	3.0	3.2
Net operating loss carryforwards	152.1	164.7
Allowance for bad debts	3.0	2.5
Capital loss carryforwards	0.0	1.7
Amortization of intangible assets	1.2	2.2
Deferred financing costs	8.3	7.9
Section 163(j) interest	99.4	69.8
Interest rate swap liability	15.0	15.8
TRA liability	0.6	1.0
Right of use	51.1	50.6
Other deferred assets	11.1	16.4
Total gross deferred tax assets	348.4	339.8
Less: Valuation allowance	(113.0)	(91.1)
Total deferred tax assets	235.4	248.7
Deferred tax liabilities:
Depreciation on property and equipment	(2.6)	(1.8)
Basis differences of partnerships and joint ventures	(73.0)	(73.6)
Right of use	(44.2)	(47.5)
Other deferred liabilities	(1.2)	(1.0)
Total deferred tax liabilities	(121.0)	(123.9)
Net deferred tax assets	$ 114.4	$ 124.8

Organization and Summary of Accounting Policies - Revenues by Service Type (Details) - Revenue Source - Revenue	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue from External Customer [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	100.00%	100.00%	100.00%
Patient service revenues
Revenue from External Customer [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	98.70%	98.70%	98.40%
Surgical Facility Services
Revenue from External Customer [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	95.70%	95.30%	94.10%
Ancillary services revenues
Revenue from External Customer [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	3.00%	3.40%	4.30%
Other service revenues
Revenue from External Customer [Line Items]
Revenue by service type as a proportion of total revenues (as a percent)	1.30%	1.30%	1.60%

Earnings Per Share - Narrative (Details) - USD ($)						12 Months Ended
Earnings Per Share - Narrative (Details) - USD ($)	Nov. 12, 2021	Nov. 05, 2021	May 17, 2021	Feb. 01, 2021	Jan. 27, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 15, 2017
Sale Of Stock [Line Items]
Common stock, par value (in USD per share)		$ 0.01			$ 0.01	$ 0.01	$ 0.01
Sale price to public (in USD per share)		$ 46.50			$ 30.25
Underwriting discounts, commissions and other related costs related to offering						$ 27,600,000	$ 0	$ 0
Stock repurchase program, authorized amount									$ 50,000,000
Stock repurchase program, remaining authorized repurchase amount						$ 46,000,000
Conversion Of Series A Preferred Stock Into Common Stock
Sale Of Stock [Line Items]
Common stock, par value (in USD per share)			$ 0.01
Conversion Of Series A Preferred Stock Into Common Stock \| Common Class A
Sale Of Stock [Line Items]
Shares of common stock issued in conversion (shares)			22,609,000
Public Offering
Sale Of Stock [Line Items]
Stock sold in offering (shares)	6,900,000			8,625,000
Net proceeds from stock offering	$ 320,900,000			$ 260,900,000
Underwriting discounts, commissions and other related costs related to offering	$ 14,900,000			$ 12,700,000
Firm Shares
Sale Of Stock [Line Items]
Stock sold in offering (shares)		6,000,000			7,500,000
Additional Shares Granted to Underwriters
Sale Of Stock [Line Items]
Stock sold in offering (shares)		900,000			1,125,000

Acquisitions and Disposals - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Net assets acquired:
Goodwill	$ 3,911.8	$ 3,468.0	$ 3,402.4
Surgical Facility and Physician Practice
Business Acquisition [Line Items]
Total consideration	290.0	120.1
Fair value of non-controlling interests	185.9	57.3
Aggregate acquisition date fair value	475.9	177.4
Net assets acquired:
Current Assets	36.9	24.3
Property and equipment	27.1	50.6
Intangible assets	0.0	3.6
Goodwill	446.1	153.7
Right-of-use operating lease assets	17.1	15.4
Other long-term assets	4.6	0.2
Current liabilities	(15.9)	(16.4)
Long-term debt	(20.5)	(40.0)
Right-of-use operating lease liabilities	(15.1)	(14.0)
Long-term liabilities	(4.4)	0.0
Aggregate acquisition date fair value	$ 475.9	$ 177.4

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies 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. The Company maintains professional, general and workers' compensation liability insurance in excess of self-insured retentions, through third party commercial insurance carriers. Although management believes the coverage is sufficient for the Company's operations, some claims may potentially exceed the scope of coverage in effect. Plaintiffs in these matters may request punitive or other damages that may not be covered by insurance. The Company is not aware of any such proceedings that are reasonably possible to have a material adverse effect on the Company's business, financial position, results of operations or liquidity. Total professional, general and workers' compensation claim liabilities as of December 31, 2021 and 2020 were $19.8 million and $21.4 million, respectively. Expected insurance recoveries of $8.7 million and $10.5 million as of December 31, 2021 and 2020, respectively, are included as a component of other current assets and other long-term assets in the consolidated balance sheets. 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 sanctions including fines, penalties, and exclusion from the Medicare, Medicaid and other federal health care 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. Government Settlement On April 14, 2020, Logan Laboratories, LLC ("Logan Labs"), a toxicology laboratory based in Tampa, Florida, that provides urine testing services and Tampa Pain Relief Centers, Inc. ("Tampa Pain" and, together with Logan Labs, the "Companies"), a pain management medical practice based in Tampa, Florida, both indirect wholly-owned subsidiaries of the Company, entered into a settlement agreement (the "Settlement Agreement") with the United States of America, acting through the United States Department of Justice (“DOJ”) and on behalf of the Office of Inspector General of the Department of Health and Human Services ("OIG"), the Defense Health Agency, acting on behalf of the TRICARE Program, the Office of Personnel Management, as the administrator of the Federal Employees Health Benefits Program, the Office of Workers Compensation Programs of the United States Department of Labor, which administers federal workers compensation claims for federal employees, including the United States Postal Service, and the United States Department of Veterans Affairs and certain other parties to resolve the pending DOJ investigation. Under the terms of the Settlement Agreement, the Companies paid $30.7 million plus accrued interest on April 1, 2021, representing the final payment related to the resolution of the DOJ Investigation. Stockholder Litigation On December 4, 2017, a purported Company stockholder filed an action in the Delaware Court of Chancery (the "Delaware Action"). That action is captioned Witmer v. H.I.G. Capital, L.L.C., et al., C.A. No. 2017-0862. The plaintiff in the Delaware Action asserted claims against (i) certain current and former members of the Company’s Board of Directors (together, the "Directors"); (ii) H.I.G. Capital, LLC and certain of its affiliates (collectively, "H.I.G."); and (iii) Bain Capital Private Equity, L.P. and certain of its affiliates (collectively, "Bain Capital" and, together with the Directors and H.I.G., the "Defendants"). The plaintiff asserted derivative claims on behalf of the Company, which is a nominal defendant in the Delaware Action, as well as putatively direct claims on behalf of a purported class of Company stockholders. The plaintiff in the Delaware Action asserted that the Defendants breached their fiduciary duties in connection with the transactions in which (i) the Company acquired National Surgical Healthcare; (ii) Bain Capital acquired preferred equity in the Company; and (iii) Bain Capital acquired H.I.G.'s equity stake in the Company, and that, in the alternative, Bain Capital aided and abetted those purported breaches. The plaintiff also asserted an unjust enrichment claim against Bain Capital. On January 2, 2018, the Defendants moved to dismiss the plaintiff’s complaint. On December 19, 2018, the Court of Chancery issued a decision on that motion. Following that decision, all of the Directors have been dismissed from the Delaware Action. The Court did not dismiss the plaintiff’s breach of fiduciary duty claim against H.I.G. or the aiding and abetting claim asserted against Bain Capital. However, the Court dismissed the plaintiff’s breach of fiduciary duty and unjust enrichment claims against Bain Capital. In addition, the Court dismissed all of the plaintiff’s claims that were asserted on behalf of a putative class of Company stockholders. Accordingly, all of the plaintiff’s remaining claims in the Delaware Action are asserted derivatively on the Company’s behalf. Discovery in the Delaware Action principally concluded on July 30, 2021, and the Defendants moved for summary judgment with respect to the remaining claims asserted against them. While those motions were pending, the parties to the Delaware Action reached an agreement-in-principle to settle the Delaware Action. The parties to the Delaware Action negotiated a final stipulation of settlement (the “Settlement Stipulation”), which governs the terms of the settlement of the Delaware Action, and which they filed with the Court of Chancery on November 22, 2021. On February 11, 2022, the Court of Chancery approved the settlement of the Delaware Action as memorialized in the Settlement Stipulation. That decision will become final and non-appealable on March 14, 2022. The case will then be closed. Because the plaintiff in the Delaware Action asserted only derivative claims on the Company’s behalf, the Company was the beneficiary of the settlement approved by the Court of Chancery. 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 health care laws and regulations, such as billing and reimbursement laws and regulations, the Stark Law, the Anti-Kickback Statute, the FCA, and similar fraud and abuse 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 health care 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. Tax Receivable Agreement On May 9, 2017, the Company entered into an agreement to amend that certain Income Tax Receivable Agreement, dated September 30, 2015 (as amended, the "TRA"), by and between the Company, and the other parties referred to therein, which amendment became effective on August 31, 2017. Pursuant to the amendment to the TRA, the Company agreed to make payments to H.I.G., the Company's former controlling shareholder, in its capacity as the stockholders representative pursuant to a fixed payment schedule. The amounts payable under the TRA are calculated as the product of (i) an annual base amount and (ii) the maximum corporate federal income tax rate for the applicable year plus three percent. The amounts payable under the TRA are related to the Company’s projected realized tax savings over the next five years and are not dependent on the Company’s actual tax savings over such period. The calculation of amounts payable pursuant to the TRA is thus dependent on the maximum corporate federal income tax rate. To the extent that the Company is unable to make payments under the TRA, such payments will be deferred and will accrue interest at a rate of LIBOR plus 500 basis points until paid. If the terms of credit agreements and other debt documents cause the Company to be unable to make payments under the TRA and such terms are not materially more restrictive than those existing as of September 30, 2015, such payments will be deferred and will accrue interest at a rate of LIBOR plus 300 basis points until paid. Assuming the Company's tax rate is 24%, calculated as the maximum corporate federal tax rate plus three percent, throughout the remaining term of the TRA, the Company estimates the total remaining amounts payable under the TRA was approximately $22.0 million and $43.2 million as of December 31, 2021 and 2020, respectively. As a result of the amendment to the TRA, the Company was required to value the liability under the TRA by discounting the fixed payment schedule using the Company’s incremental borrowing rate. The carrying value of the liability under the TRA, reflecting a discount, was $19.7 million and $37.0 million as of December 31, 2021 and 2020, respectively. The current portion of the liability was $19.7 million and $21.2 million as of December 31, 2021 and 2020, respectively, and is included as a component of other current liabilities in the consolidated balance sheets. The long-term portion is included as a component of other long-term liabilities in the consolidated balance sheets.

Long-Term Debt - Summary (Details) - USD ($) $ in Millions	Dec. 31, 2021	May 03, 2021	Dec. 31, 2020	Jul. 30, 2020	Apr. 11, 2019	Jun. 30, 2017
Debt Instrument [Line Items]
Finance lease obligations	$ 364.6		$ 281.2
Less: unamortized debt issuance costs	(16.5)		(16.3)
Total debt	2,938.8		2,856.8
Less: Current maturities	60.4		64.4
Total long-term debt	2,878.4		2,792.4
Notes payable and other secured loans
Debt Instrument [Line Items]
Long-term debt	145.0		137.5
Senior secured term loan \| Secured Debt
Debt Instrument [Line Items]
Long-term debt	1,530.7		1,539.4
Unamortized fair value discount	3.0		3.7
Senior secured revolving credit facility \| Secured Debt
Debt Instrument [Line Items]
Long-term debt	0.0		0.0
6.750% senior unsecured notes due 2025 \| Senior Notes
Debt Instrument [Line Items]
Long-term debt	$ 370.0		370.0
Debt instrument, stated rate (percent)	6.75%	6.75%				6.75%
10.000% senior unsecured notes due 2027 \| Senior Notes
Debt Instrument [Line Items]
Long-term debt	$ 545.0		$ 545.0
Less: unamortized debt issuance costs				$ (1.0)
Debt instrument, stated rate (percent)	10.00%				10.00%

Segment Reporting

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Segment Reporting

The Company currently operates in two major lines of business that are also the Company's reportable operating segments - the operation of surgical facilities and the operation of ancillary services. The Surgical Facility Services segment includes the operation of ASCs, surgical hospitals and anesthesia services. The Ancillary Services segment consists of multi-specialty physician practices. Prior to 2021, the Ancillary Services segment also included a diagnostic laboratory, which was closed during the third quarter of 2020. The Optical Services segment for the years ended December 31, 2020 and 2019 reflected in the table below consisted of an optical products group purchasing organization, which was sold on December 31, 2020. The "All other" line item primarily consists of amounts attributable to the Company's corporate general and administrative functions.

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


	Year Ended December 31,
	2021		2020		2019
Revenues:
Surgical Facility Services	$	2,157.8	$	1,793.4	$	1,748.2
Ancillary Services	67.3		63.6		79.4
Optical Services	—		3.1		3.8
Total	$	2,225.1	$	1,860.1	$	1,831.4

Adjusted EBITDA:
Surgical Facility Services	$	422.0	$	339.3	$	328.9
Ancillary Services	1.7		(3.4)		2.6
Optical Services	—		1.4		1.4
All other	(84.1)		(80.7)		(74.3)
Total	$	339.6	$	256.6	$	258.6

Reconciliation of Adjusted EBITDA:
Income (loss) before income taxes	$	81.2	$	(18.8)	$	54.6

Net income attributable to non-controlling interests	(141.6)		(117.4)		(119.9)
Depreciation and amortization	98.8		94.8		76.5
Interest expense, net	221.0		201.8		178.9
Equity-based compensation expense	17.4		13.2		10.2
Transaction and integration related costs (1)	46.1		38.2		36.1
Loss (gain) on disposals, net	2.2		5.7		(4.4)
Litigation settlement and other litigation costs (2)	5.6		6.4		4.6
Impairment charges	—		33.5		7.9
Gain on escrow release (3)	—		(0.8)		—
Loss on debt extinguishment	9.1		—		11.7
Hurricane-related impacts (4)	(0.2)		—		—
Tax receivable agreement expense	—		—		2.4
Adjusted EBITDA	$	339.6	$	256.6	$	258.6

(3)Included in other income in the consolidated statement of operations for the year ended December 31, 2020, with no comparable gain in 2021 and 2019.

(4)Reflects the impact of insurance proceeds received net of operating losses incurred in the six months ended December 31, 2021, at a surgical facility that was closed following Hurricane Ida.


	December 31,
	2021		2020
Assets:
Surgical Facility Services	$	5,552.8	$	4,962.4
Ancillary Services	47.5		35.0
All other	517.3		415.8
Total assets	$	6,117.6	$	5,413.2


	Year Ended December 31,
	2021		2020		2019
Cash purchases of property and equipment:
Surgical Facility Services	$	55.0	$	38.7	$	65.9
Ancillary Services	0.5		0.4		1.1
All other	2.1		3.8		6.6
Total cash purchases of property and equipment	$	57.6	$	42.9	$	73.6

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
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+ Details

Organization and Summary of Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) $ in Millions	Dec. 31, 2020 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Restricted invested assets included in other long-term assets	$ 0.3

Derivatives and Hedging Activities

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Hedging Activities

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. During 2021 and 2020, such derivatives have been used to hedge the variable cash flows associated with existing variable-rate debt.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income ("OCI") and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings, as documented at hedge inception in accordance with the Company’s accounting policy election. Amounts reported in accumulated OCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Over the next 12 months, the Company estimates that an additional $26.2 million will be reclassified as an increase to interest expense.

In May 2021, the Company entered into additional interest rate swap agreements to match the terms of the new Term Loan and have an effective termination date of March 31, 2025. As of December 31, 2021, the Company had nine interest rate swaps with a total net hedged notional amount of $1.2 billion. Of the nine interest rate swaps, three are pay-fixed, receive 1-Month LIBOR (subject to a minimum of 0.75%) interest rate swaps designated in cash flow hedging relationships with a total notional amount of $1.2 billion and a termination date of March 31, 2025. The remaining six interest rate swaps are undesignated and consist of three pay-fixed, receive 1-Month LIBOR (subject to a minimum of 1.00%) interest rate swaps and three pay 1-Month LIBOR (subject to a minimum of 1.00%), receive-fixed interest rate swaps with a termination date of November 30, 2023. The pay-floating, receive-fixed swaps are designed to economically offset the undesignated pay-fixed, receive-floating swaps.

Concurrently with the May 2021 transactions, the four previously existing interest rate swap positions were amended, de-designated or terminated and replaced with the interest rate swaps discussed above. The Company voluntarily de-designated an aggregate notional amount of $435 million (the effects of which are offset by the pay-floating, receive-fixed interest rate swaps) and terminated an aggregate notional amount of $435 million. No cash was exchanged between the Company and the counterparties due to the transactions described above, therefore the non-cash transactions had no impact on the consolidated statements of cash flows. The amount of unrealized losses recorded in OCI related to the de-designated and terminated notional amounts at the time of the de-designation and termination was $55.0 million. This amount will be amortized to interest expense over the remaining term of the original interest rate swaps. The liability of the de-designated and terminated notional amounts was blended into the fixed rate of the new pay-fixed interest rate swaps.

The pay-fixed, receive floating interest rate swaps entered into in May 2021 do not meet the requirements to be considered derivatives in their entirety as a result of the financing component. Accordingly, the swaps are considered hybrid instruments, consisting of a financing element treated as a debt instrument and an embedded at-market derivative that was designated as a cash flow hedge.

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

In September 2021, the Company entered into interest rate cap agreements to more effectively hedge the interest rate risk. As of December 31, 2021, the Company had two interest rate caps with a total hedged notional amount of $333.6 million, and each has a termination date of March 31, 2025. Within the Company’s consolidated balance sheets, the interest rate caps are recorded at fair value. The cash flows related to the interest rate caps are classified as operating activities in the consolidated statements of cash flows.

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

December 31, 2021

December 31, 2020

Description

Effective Date

Notional Amount (in millions)

Status

Notional Amount (in millions)

Status

Maturity Date

Pay-fixed swap

May 7, 2021

435.0

Active

—

March 31, 2025

Pay-fixed swap

May 7, 2021

330.0

Active

—

March 31, 2025

Pay-fixed swap

May 7, 2021

435.0

Active

—

March 31, 2025

Interest rate cap

September 30, 2021

166.8

Active

—

March 31, 2025

Interest rate cap

September 30, 2021

166.8

Active

—

March 31, 2025

Pay-fixed swap

November 30, 2018

165.0

Active

—

November 30, 2023

Pay-fixed swap

November 30, 2018

120.0

Active

—

November 30, 2023

Pay-fixed swap

June 28, 2019

150.0

Active

—

November 30, 2023

Receive-fixed swap

April 30, 2021

(165.0)

Active

—

November 30, 2023

Receive-fixed swap

April 30, 2021

(120.0)

Active

—

November 30, 2023

Receive-fixed swap

April 30, 2021

(150.0)

Active

—

November 30, 2023

Pay-fixed swap

November 30, 2018

—

Terminated

330.0

Active

November 30, 2023

Pay-fixed swap

November 30, 2018

—

Terminated

330.0

Active

November 30, 2023

Pay-fixed swap

November 30, 2018

—

Terminated

240.0

Active

November 30, 2023

Pay-fixed swap

June 28, 2019

—

Terminated

300.0

Active

November 30, 2023

1,533.6

1,200.0

Our interest rate swap agreements, excluding the portion treated as debt, are recognized at fair value in the consolidated balance sheets and are valued using pricing models that rely on market observable inputs such as yield curve data, which are classified as Level 2 inputs within the fair value hierarchy.

The fair value of the interest rate caps are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the caps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The interest rate caps are classified using Level 2 inputs within the fair value hierarchy.

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


		December 31, 2021				December 31, 2020
	Location	Assets		Liabilities		Assets		Liabilities
Derivatives not designated as hedging instruments
Interest rate swaps	Other long-term assets	$	12.5	$	—	$	—	$	—
Interest rate swaps	Other long-term liabilities	—		12.4		—		—

Derivatives in cash flow hedging relationships
Interest rate caps	Other long-term assets	2.9		—		—		—
Interest rate swaps	Other long-term assets	8.2		—		—		—
Interest rate swaps	Other long-term liabilities (1)	—		45.8		—		61.0
Total		$	23.6	$	58.2	$	—	$	61.0

(1)The balance as of December 31, 2021 is related to the financing component of the pay-fixed, receive floating interest rate swaps.

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


		Year Ended December 31,
	Location	2021		2020		2019
Derivatives not designated as hedging instruments
Gain recognized in income	Other income	$	0.1	$	—	$	—

Derivatives in cash flow hedging relationships
(Gain) loss recognized in OCI (effective portion)		$	(4.8)	$	30.5	$	35.8
Loss reclassified from accumulated OCI into income (effective portion) (1)	Interest expense, net	$	24.7	$	20.2	$	7.5

Organization and Summary of Accounting Policies - Variable Interest Entities (Details) $ in Millions	Dec. 31, 2021 USD ($)	Dec. 31, 2021 surgical_facility	Dec. 31, 2021 physician_practice	Dec. 31, 2020 USD ($)
Variable Interest Entity [Line Items]
Number of facilities included in VIE		5	4
Assets	$ 6,117.6			$ 5,413.2
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Assets	48.1			27.7
Liabilities	$ 20.1			$ 21.1

- Definition

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

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

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+ Details

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

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


	December 31,
	2021		2020

Senior secured term loan (1)	$	1,530.7	$	1,539.4
Senior secured revolving credit facility	—		—
6.750% senior unsecured notes due 2025	370.0		370.0
10.000% senior unsecured notes due 2027	545.0		545.0
Notes payable and other secured loans	145.0		137.5
Finance lease obligations	364.6		281.2
Less: unamortized debt issuance costs	(16.5)		(16.3)
Total debt	2,938.8		2,856.8
Less: Current maturities	60.4		64.4
Total long-term debt	$	2,878.4	$	2,792.4

(1)Includes unamortized fair value discount of $3.0 million and $3.7 million as of December 31, 2021 and 2020, respectively

Schedule of Debt Redemption Percentages


July 1, 2021 to June 30, 2022	101.688	%
July 1, 2022 and thereafter	100.000	%

The Company may redeem the 2027 Unsecured Notes, in whole or in part, at any time on or after April 15, 2022, at the redemption prices set forth below (expressed as a percentage of the principal amount of notes to be redeemed), plus accrued and unpaid interest, if any, up to, but excluding, the date of redemption:


April 15, 2022 to April 14, 2023	105.000	%
April 15, 2023 to April 14, 2024	102.500	%
April 15, 2024 and thereafter	100.000	%

Schedule of Maturities of Debt


2022	$	60.4
2023	63.2
2024	47.9
2025	1,893.4
2026	21.2
Thereafter	872.2
Total	$	2,958.3

Leases - Narrative (Details) $ in Millions	12 Months Ended
Leases - Narrative (Details) $ in Millions	Dec. 31, 2021 USD ($) lease_renewal_option	Dec. 31, 2020 USD ($)
Lessee, Lease, Description [Line Items]
Initial term of operating leases	10 years
Number of options to renew operating leases \| lease_renewal_option	1
Operating leases	$ 68.7	$ 62.1
Operating lease costs	76.4	74.1
Non-Controlling Interests— Non-Redeemable
Lessee, Lease, Description [Line Items]
Rent paid under finance lease agreement, allocated to principal and interest	17.4	6.9
Investor
Lessee, Lease, Description [Line Items]
Operating lease costs	$ 25.8	$ 22.8

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Restricted and Performance Share-Based Activity

A summary of non-vested restricted share-based activity for the years ended December 31, 2021, 2020, and 2019 follows:


	Unvested Shares	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2018	703,024	$	16.18
Granted/Earned	801,751	12.70
Forfeited/Cancelled	(272,706)	12.97
Vested	(456,183)	16.20
Outstanding at December 31, 2019	775,886	$	13.78
Granted/Earned	1,387,059	6.87
Forfeited/Cancelled	(162,635)	13.77
Vested	(552,943)	12.78
Outstanding at December 31, 2020	1,447,367	$	9.75
Granted/Earned	1,009,085	39.90
Forfeited/Cancelled	(77,844)	47.40
Vested	(723,212)	42.88
Outstanding at December 31, 2021	1,655,396	$	11.55

Schedule of Stock Options, Valuation Assumptions


	2019

Expected volatility	60	%
Risk-free interest rate	2.30% - 2.40%
Expected dividends	—
Average expected term (years)	4
Fair value of stock options granted	$4.83 - $6.41

Schedule of Stock Options Activity

A summary of stock option activity for the years ended December 31, 2021, 2020, and 2019 follows:


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)
Outstanding at December 31, 2018	512,687	$	13.03	9.8
Granted	2,256,500	13.00		9.2
Exercised	—
Forfeited/Cancelled	—
Outstanding at December 31, 2019	2,769,187	$	13.02	9.0
Granted	—
Exercised	(4,199)	20.24		5.8
Forfeited/Cancelled	(4,473)	19.00		4.8
Outstanding at December 31, 2020	2,760,515	$	12.88	8.0
Granted	—
Exercised	(9,155)	6.28		7.7
Forfeited/Cancelled	(366,500)	13.42		7.2
Outstanding at December 31, 2021 (1)	2,384,860	$	12.82	7.0

(1) Of the outstanding stock options, 1,588,186 were exercisable as of December 31, 2021.

Leases - Lease Expense and Cash Flow Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease costs	$ 76.4	$ 74.1
Finance lease costs:
Amortization of leased assets	25.1	26.2
Interest on lease liabilities	27.4	22.2
Total finance lease costs	52.5	48.4
Variable and short-term lease costs	17.8	16.9
Total lease costs	146.7	139.4
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	74.3	68.1
Operating cash outflows from finance leases	26.5	20.7
Financing cash outflows from finance leases	20.1	18.3
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	68.7	62.1
Finance leases	$ 73.4	$ 47.0

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill represents the fair value of the consideration provided in an acquisition over the fair value of net assets acquired and is not amortized. The Company has indefinite-lived intangible assets related to the certificates of need held in jurisdictions where certain of its surgical facilities are located, Medicare licenses and certain management rights agreements. The Company also has finite-lived intangible assets related to physician guarantee agreements, non-compete agreements, management rights agreements and customer relationships. Physician income guarantees are amortized into salaries and benefits costs in the 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 consolidated statements of operations over the service lives of the agreements, typically ranging from two to five years for non-compete agreements and 15 years for the management rights agreements. Customer relationships are amortized into depreciation and amortization expense in the consolidated statements of operations over the estimated lives of the relationships, ranging from three to ten years.

The Company tests its goodwill and indefinite-lived intangible assets for impairment at least annually, as of October 1, or more frequently if certain indicators arise. The Company tests for goodwill impairment at the reporting unit level, which is defined as one level below an operating segment. During 2021, the Company identified two reporting units, which include the following: 1) Surgical Facilities and 2) Ancillary Services. A detailed evaluation of potential impairment indicators was performed, which specifically considered the volatility observed in the prices of the Company’s outstanding debt securities and common stock, as well as surgical case volumes. Prior to 2021, the Company had a third reporting unit, Alliance, which was a component of the Optical Services operating segment. On December 31, 2020, the Company sold the remaining assets of the Optical Services operating segment.

The Company compares the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. To determine the fair value of the reporting units, the Company obtained valuations at the reporting unit level prepared by third-party valuation specialists which typically utilizes a combination of the income and market approaches. The discounted cash flow model is projected based on a year-by-year assessment that considers historical results, estimated market conditions, internal projections, and relevant publicly available statistics. Determining fair value requires the exercise of significant judgment, including assumptions about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. The significant judgments are typically based upon Level 3 inputs, generally defined as unobservable inputs representing the Company's own assumptions. The cash flows employed in the discounted cash flow analysis are based on the Company's most recent budgets and business plans aligned with provided guidance and, when applicable, various growth rates are assumed for years beyond the current business plan period. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units. The variables within the discount rate, many of which are outside of the Company's control, provide the best estimate of all assumptions applied within the discounted cash flow model. There can be no assurance that operations will achieve the future cash flows reflected in the projections. In determining the fair value under the market approaches, the analysis includes a control premium, which was based on observable market data and a review of selected transactions of companies that operate in the Company's sector. While the Company believes that all assumptions utilized in the testing were appropriate, they may not reflect actual outcomes that could occur. Specific factors that could negatively impact the assumptions used include changes to the discount and growth rates and a change in the equity and enterprise premiums being realized in the market.

As of October 1, 2021, prior to its annual impairment testing, all of the Company's goodwill was allocated to the Surgical Facilities reporting unit. As of the October 1, 2021 valuation, the fair value for the Surgical Facilities reporting unit was substantially in excess of its carrying value. The fair value of the Surgical Facilities reporting unit as of October 1, 2021 was determined using the income and market approach as discussed above.

Subsequent to the date of our annual impairment test, the Company considered its operating results for the fourth quarter of 2021, macroeconomic, industry and market conditions, and other market indicators including its market capitalization. Based on its evaluation of all such factors, the Company concluded that an event had not occurred or circumstances had not changed that would more likely than not reduce the fair value of its reporting units below their carrying values.

In 2021, there were no non-cash impairment charges.

During the year ended December 31, 2020, as a result of its impairment testing, the Company recorded non-cash impairment charges of $28.6 million and $4.9 million related to the Ancillary Services and Alliance reporting units, respectively.

During the year ended December 31, 2019, as a result of its impairment testing, the Company recorded non-cash impairment charges of $2.5 million related to the Alliance reporting unit.

A summary of the changes in the carrying amount of goodwill follows (in millions):


	December 31,
	2021		2020

Balance at beginning of period	$	3,468.0	$	3,402.4
Acquisitions, including post acquisition adjustments	447.0		154.7
Disposals	(3.2)		(55.6)
Impairments	—		(33.5)
Balance at end of period	$	3,911.8	$	3,468.0

A summary of the Company's acquisitions and disposals for the years ended December 31, 2021 and 2020 is included in Note 2. "Acquisitions and Disposals."

A summary of the components of intangible assets follows (in millions):


	December 31, 2021						December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net

Finite-lived intangible assets:
Management rights agreements	$	24.8	$	(9.4)	$	15.4	$	31.1	$	(10.1)	$	21.0
Other	19.6		(10.1)		9.5		13.6		(6.5)		7.1
Total finite-lived intangible assets	44.4		(19.5)		24.9		44.7		(16.6)		28.1
Indefinite-lived intangible assets	18.8		—		18.8		18.8		—		18.8
Total intangible assets	$	63.2	$	(19.5)	$	43.7	$	63.5	$	(16.6)	$	46.9

During the year ended December 31, 2021, the Company disposed of its management rights associated with one of its existing non-consolidated surgical facilities, resulting in a $2.8 million pretax loss included in loss on disposals, net in the consolidated statement of operations for the year ended December 31, 2021.

During the year ended December 31, 2019, the Company acquired a clinic that was previously managed by the Company. As a result of the transaction, the Company determined the management rights agreement related to the acquired clinic no longer provided a future benefit. As such, the Company recorded non-cash impairment charges of $5.4 million, which was included as a component of impairment charges on the accompanying consolidated statement of operations.

Amortization expense for intangible assets was $4.3 million for both of the years ended December 31, 2021 and 2020, and $4.6 million for the year ended December 31, 2019.

Total estimated amortization expense for the next five years and thereafter related to intangible assets follows (in millions):


2022	$	6.6
2023	3.5
2024	1.8
2025	1.5
2026	1.2
Thereafter	10.3
Total	$	24.9

Derivatives and Hedging Activities - Derivatives and their location on the condensed consolidated balance sheets (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative asset, notional amount	$ 23.6	$ 0.0
Derivative liability, notional amount	58.2	61.0
Interest Rate Swap \| Derivatives not designated as hedging instruments \| Other long-term assets
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative asset, notional amount	12.5	0.0
Interest Rate Swap \| Derivatives not designated as hedging instruments \| Other long-term liabilities
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative liability, notional amount	12.4	0.0
Interest Rate Swap \| Derivatives in cash flow hedging relationships \| Other long-term assets
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative asset, notional amount	8.2	0.0
Interest Rate Swap \| Derivatives in cash flow hedging relationships \| Other long-term liabilities
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative liability, notional amount	45.8	61.0
Interest Rate Cap \| Derivatives in cash flow hedging relationships \| Other long-term assets
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative asset, notional amount	$ 2.9	$ 0.0

Redeemable Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

Schedule of Activity Related to Redeemable Preferred Stock

The following table presents a summary of activity related to the redeemable preferred stock for the years ended December 31, 2021 and 2020 (in millions):


	December 31,
	2021		2020

Balance at beginning of period	$	434.5	$	395.0
Dividends accrued	10.3		39.5
Dividends declared	(5.1)		—
Redeemable preferred stock conversion to common stock	(439.7)		—
Balance at end of period	$	—	$	434.5

Organization and Summary of Accounting Policies - Non-Controlling Interests - Redeemable (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Non-Controlling Interests - Redeemable [Roll Forward]
Non-controlling interest, beginning balance	$ 306.8	$ 321.0
Net income attributable to non-controlling interests—redeemable	48.9	31.7
Acquisition and disposal of shares of non-controlling interests, net—redeemable	17.9	(9.4)
Distributions to non-controlling interest —redeemable holders	(43.4)	(36.5)
Non-controlling interest, ending balance	$ 330.2	$ 306.8

Segment Reporting - Assets and Cash Purchases of Property and Equipment by Operating Segment (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Total assets	$ 6,117.6	$ 5,413.2
Cash purchases of property and equipment	57.6	42.9	$ 73.6
Operating Segments \| Surgical Facility Services
Segment Reporting Information [Line Items]
Total assets	5,552.8	4,962.4
Cash purchases of property and equipment	55.0	38.7	65.9
Operating Segments \| Ancillary Services
Segment Reporting Information [Line Items]
Total assets	47.5	35.0
Cash purchases of property and equipment	0.5	0.4	1.1
All other
Segment Reporting Information [Line Items]
Total assets	517.3	415.8
Cash purchases of property and equipment	$ 2.1	$ 3.8	$ 6.6

- Definition

+ References

+ Details

Property and Equipment - Summary (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Right-of-use finance lease asset	$ 393.6	$ 298.4
Property and equipment, at cost	902.0	733.9
Less: Accumulated depreciation	(272.3)	(189.3)
Property and equipment, net	629.7	544.6
Land
Property, Plant and Equipment [Line Items]
Property and equipment, excluding right-of-use finance lease asset, at cost	11.2	11.1
Buildings and improvements
Property, Plant and Equipment [Line Items]
Property and equipment, excluding right-of-use finance lease asset, at cost	131.3	109.7
Furniture and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, excluding right-of-use finance lease asset, at cost	24.4	20.7
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, excluding right-of-use finance lease asset, at cost	86.4	80.8
Medical equipment
Property, Plant and Equipment [Line Items]
Property and equipment, excluding right-of-use finance lease asset, at cost	221.0	196.8
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, excluding right-of-use finance lease asset, at cost	$ 34.1	$ 16.4

Long-Term Debt - Senior Secured Credit Facilities (Details) - USD ($)		12 Months Ended
	May 03, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2017
Debt Instrument [Line Items]
Debt issuance costs and discount		$ 16,500,000	$ 16,300,000
Loss on debt extinguishment		9,100,000	0	$ 11,700,000
Senior secured term loan \| Secured Debt
Debt Instrument [Line Items]
Original balance of debt		1,545,000,000
2018 Incremental Term Loan \| Secured Debt
Debt Instrument [Line Items]
Original balance of debt		210,000,000
Senior secured revolving credit facility \| Secured Debt \| Revolving Credit Facility
Debt Instrument [Line Items]
Long-term line of credit		0	0
Outstanding balance on debt		$ 203,000,000
Commitment fee (percent)		0.50%
Net leverage ratio		9.50
Commitment threshold (percent)		35.00%
Senior secured revolving credit facility \| Secured Debt \| Letter of Credit
Debt Instrument [Line Items]
Outstanding letters of credit		$ 7,000,000
2017 Senior Secured Credit Facility, Sixth Amendment, New Term Loans
Debt Instrument [Line Items]
Maturity covenant, minimum amount of Borrower's 6.750% senior unsecured notes due 2025 not repaid, repurchased or redeemed or refinanced	$ 185,000,000
Maturity covenant, minimum maturity date for borrowings after August 31, 2026 by no later than April 1, 2025	91 days
Quarterly amortization in aggregate principal amount, percent per annum (percent)	1.00%
Debt issuance costs and discount		$ 11,900,000
6.750% senior unsecured notes due 2025 \| Senior Notes
Debt Instrument [Line Items]
Original balance of debt					$ 370,000,000
Debt instrument, stated rate (percent)	6.75%	6.75%			6.75%
2020 incremental term loans
Debt Instrument [Line Items]
Debt issuance costs and discount			$ 6,500,000
LIBOR \| 2017 Senior Secured Credit Facility, Sixth Amendment, New Term Loans
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate (percent)	3.75%
Debt instrument, basis spread on variable rate, floor (percent)	0.75%
Federal Funds Effective Swap Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate (percent)		3.00%
Federal Funds Effective Swap Rate \| 2017 Senior Secured Credit Facility, Sixth Amendment, New Term Loans
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate (percent)	0.50%
One Month LIBOR \| 2017 Senior Secured Credit Facility, Sixth Amendment, New Term Loans
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate (percent)	1.00%
Base Rate \| 2017 Senior Secured Credit Facility, Sixth Amendment, New Term Loans
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate (percent)	2.75%
Debt instrument, basis spread on variable rate, floor (percent)	1.75%

Employee Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Vesting period	5 years
Matching contribution expense	$ 9.7	$ 7.2	$ 7.6

Leases - Components of Right-of-us Assets and Liabilities Related to Leases (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Property and equipment, net	Property and equipment, net
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other current liabilities	Other current liabilities
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Current maturities of long-term debt	Current maturities of long-term debt
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Long-term debt, less current maturities	Long-term debt, less current maturities
Assets:
Operating lease assets	$ 324.1	$ 310.1
Finance lease assets	329.6	258.1
Total leased assets	653.7	568.2
Operating lease liabilities:
Current	40.1	39.2
Long-term	315.6	300.9
Total operating lease liabilities	355.7	340.1
Finance lease liabilities:
Current	19.0	18.9
Long-term	345.6	262.3
Total finance lease liabilities	364.6	281.2
Total lease liabilities	$ 720.3	$ 621.3
Weighted-average remaining lease term, operating leases	8 years 9 months 18 days	8 years 10 months 24 days
Weighted-average remaining lease term, finance leases	16 years 9 months 18 days	15 years 10 months 24 days
Weighted-average discount rate, operating leases (percent)	9.70%	10.30%
Weighted-average discount rate, finance leases (percent)	8.70%	9.20%

Long-Term Debt - 6.750% Senior Unsecured Notes due 2025 (Details) - Senior Notes - 6.750% senior unsecured notes due 2025 - USD ($)	Jun. 30, 2017	Dec. 31, 2021	May 03, 2021
Debt Instrument [Line Items]
Debt instrument, stated rate (percent)	6.75%	6.75%	6.75%
Original balance of debt	$ 370,000,000
Redemption Period One
Debt Instrument [Line Items]
Redemption price, percentage (percent)	101.688%
Redemption Period Two
Debt Instrument [Line Items]
Redemption price, percentage (percent)	100.00%
Redemption Period Three
Debt Instrument [Line Items]
Redemption price, percentage (percent)	101.00%

Organization and Summary of Accounting Policies

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Summary of Accounting Policies

Organization

Surgery Partners, Inc., a Delaware corporation (together with its subsidiaries, the "Company"), acting through its subsidiaries, owns and operates a national network of surgical facilities and ancillary services. The surgical facilities, which include ambulatory surgery centers ("ASCs") and surgical hospitals, primarily provide non-emergency surgical procedures across many specialties, including, among others, gastroenterology, general surgery, ophthalmology, orthopedics and pain management. The Company's surgical hospitals also provide services such as diagnostic imaging, laboratory, obstetrics, oncology, pharmacy, physical therapy and wound care. Ancillary services are comprised of multi-specialty physician practices, urgent care facilities and anesthesia services. On August 31, 2017, a fund advised by an affiliate of Bain Capital Private Equity LP ("Bain Capital") became the controlling stockholder of the Company. As of December 31, 2021, Bain Capital held approximately 54.9% of the voting power of all classes of capital stock of the Company.

As of December 31, 2021, the Company owned or operated a portfolio of 126 surgical facilities in 31 states, comprised of 108 ASCs and 18 surgical hospitals. The Company owns these facilities in partnership with physicians and, in some cases, health care systems in the markets and communities it serves. The Company owned a majority interest in 88 of the surgical facilities and consolidated 109 of the facilities for financial reporting purposes.

Basis of Presentation

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

The 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.

COVID-19 Pandemic

The COVID-19 pandemic has significantly affected the Company's facilities, employees, patients, communities, business operations and financial performance, as well as the United States economy and financial markets. The impact of the COVID-19 pandemic on the Company's surgical facilities varies based on the market in which the facility operates, the type of surgical facility and the procedures that are typically performed. Although the Company cannot provide any certainty regarding the length and severity of the impact of the COVID-19 pandemic, surgical case volumes improved in 2021 as government restrictions eased and public sentiment changed. As a result of the COVID-19 pandemic, the Company has implemented new clinical safety measures to provide a safe environment for its patients, surgeons and employees.

CARES Act

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law to provide stimulus funding for the United States economy. As part of the CARES Act, the United States government announced that it would offer relief to eligible health care providers, including distribution of direct grants to hospitals, ASCs and other health care providers based on how much they bill Medicare. Payments received from these grants are not required to be repaid provided the recipients attest to and comply with certain terms and conditions, including limitations on balance billing and not using funds received from the grants to reimburse expenses or losses that other sources are obligated to reimburse. The Company has received approximately $86 million of the grant funds distributed under the CARES Act and other governmental assistance programs, including approximately $27 million during the year ended December 31, 2021. The recognition of amounts received is conditioned upon attestation with terms and conditions that funds will be used for COVID-19 related healthcare expenses or lost revenues.

The Company’s assessment of whether the terms and conditions for amounts received are reasonably assured of having been met considers, among other things, the CARES Act, the COVID-19 Economic Relief Bill, enacted on December 27, 2020, and all frequently asked questions and other interpretive guidance issued by the United States Department of Health and Human Services ("HHS"), including in the Provider Relief Fund Reporting Portal and associated user guides. This guidance sets forth the allowable methods for quantifying eligible healthcare related expenses and lost revenues. Only healthcare related expenses attributable to COVID-19 that another source has not reimbursed and is not obligated to reimburse are eligible to be claimed. Based on this guidance, the Company estimates approximately $37.9 million of grant funds received qualified for recognition as a reduction in operating expenses for the year ended December 31, 2021. During the year ended December 31, 2020, the Company recognized $46.2 million as a reduction in operating expenses.

Amounts received, but not recognized as a reduction to operating expenses, are reflected as a component of Medicare accelerated payments and deferred governmental grants in the consolidated balance sheets as of December 31, 2021 and 2020. Any unrecognized amounts may be recognized as a reduction in operating expenses in subsequent periods if the underlying conditions for recognition are met. Additional guidance or new and amended interpretations of existing guidance on the terms and conditions of such payments may result in

the Company’s inability to recognize certain payments, changes in the estimate of amounts recognized, or the derecognition of amounts previously recognized, which may be material.

As a way to increase cash flow to Medicare providers impacted by the COVID-19 pandemic, the CARES Act expanded the Medicare Accelerated and Advance Payment Program, which allowed for most providers and suppliers, including the Company’s surgical hospitals and ASCs to request an advance payment of anticipated Medicare revenues. The Company received approximately $120 million of accelerated payments during the year ended December 31, 2020. The payments received were deferred and included in the consolidated balance sheets. During the year ended December 31, 2021, approximately $60 million has been repaid in accordance with the terms of the program. These repayments are included as a component of the change in Medicare accelerated payments and deferred government grants in the consolidated statements of cash flows. Under these terms, repayment started one year after the initial funding by offsetting 25% of new claims paid by CMS. After 11 months of repayment at this level, the repayments will increase to 50% of new claims paid by CMS for a period of six months. Any outstanding amounts due at the end of the repayment period are subject to interest at a rate of 4%. As of December 31, 2021 and 2020, the current portion of deferred accelerated payments was approximately $60 million and $95 million, respectively, and is included as a component of Medicare accelerated payments and deferred governmental grants in the consolidated balance sheets. The long-term portion as of December 31, 2020 was included as a component of other long-term liabilities in the consolidated balance sheets. There was no remaining long-term portion as of December 31, 2021. The Company does not expect to receive additional Medicare accelerated payments.

The CARES Act also provided for the deferral of the Company's portion of social security payroll taxes during 2020. Under the CARES Act, half of the deferred amount was paid in December 2021 and the remaining portion will be paid in December 2022. As of December 31, 2021 and 2020, the Company had deferred approximately $8.5 million and $16.9 million, respectively. The current portion is included as a component of accrued payroll and benefits and the long term portion is included as a component of other long-term liabilities in the consolidated balance sheets. There was no remaining long-term portion as of December 31, 2021.

The Company is continuing to closely monitor legislative actions and regulatory guidance at the federal, state and local levels with respect to the CARES Act as other governmental assistance might become available to the Company.

Variable Interest Entities

The consolidated financial statements include the accounts of variable interest entities ("VIE") in which the Company is the primary beneficiary under the provisions of the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification 810, "Consolidation". The Company has the power to direct the activities that most significantly impact a VIE's economic performance. Additionally, the Company would absorb the majority of the expected losses from any of these entities should such expected losses occur. As of December 31, 2021, the Company's consolidated VIEs include five surgical facilities and four physician practices.

The total assets (excluding goodwill and intangible assets, net) of the consolidated VIEs included in the accompanying consolidated balance sheets as of December 31, 2021 and 2020, were $48.1 million and $27.7 million, respectively, and the total liabilities of the consolidated VIEs were $20.1 million and $21.1 million, respectively.

Fair Value of Financial Instruments

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

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

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

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

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

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


	Carrying Amount				Fair Value
	December 31,				December 31,
	2021		2020		2021		2020

Senior secured term loan	$	1,530.7	$	1,539.4	$	1,530.7	$	1,533.4
6.750% senior unsecured notes due 2025	$	370.0	$	370.0	$	371.9	$	376.0
10.000% senior unsecured notes due 2027	$	545.0	$	545.0	$	577.0	$	596.8

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

Revenues

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

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


	Year Ended December 31,
	2021		2020		2019
Patient service revenues:
Surgical facilities revenues	95.7	%	95.3	%	94.1	%
Ancillary services revenues	3.0	%	3.4	%	4.3	%
Total patient service revenues	98.7	%	98.7	%	98.4	%
Other service revenues	1.3	%	1.3	%	1.6	%
Total revenues	100.0	%	100.0	%	100.0	%

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

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

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

Other service revenues. Other service revenues include management and administrative service fees derived from the non-consolidated facilities that the Company accounts for under the equity method, management of surgical facilities in which it does not own an interest, and management services provided to physician practices for which the Company is not required to provide capital or additional assets. These agreements typically require the Company to provide recurring management services over a multi-year period, which are billed and collected on a monthly basis. The fees derived from these management arrangements are based on a predetermined percentage of the revenues of each facility or practice and are recognized in the period in which management services are rendered and billed. For the years ended December 31, 2020 and 2019, other service revenues also includes optical service revenues, which consisted of handling charges billed to the members of the Company's optical products purchasing organization. The Company sold its optical products purchasing organization on December 31, 2020.


	Year Ended December 31,
	2021				2020				2019
	Amount		%		Amount		%		Amount		%
Patient service revenues:
Private insurance	$	1,110.1	50.6	%	$	989.9	53.9	%	$	970.5	53.8	%
Government	949.9		43.3	%	708.5		38.6	%	701.9		38.9	%
Self-pay	61.1		2.8	%	58.5		3.2	%	46.1		2.6	%
Other (1)	73.9		3.3	%	79.2		4.3	%	84.6		4.7	%
Total patient service revenues	2,195.0		100.0	%	1,836.1		100.0	%	1,803.1		100.0	%
Other service revenues	30.1				24.0				28.3
Total revenues	$	2,225.1			$	1,860.1			$	1,831.4

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

Cash, Cash Equivalents and Restricted Cash

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.

At December 31, 2020, cash, cash equivalents and restricted cash reported within the consolidated statement of cash flows includes $0.3 million of restricted investments, which are reflected in other long-term assets in the consolidated balance sheets. These restricted investments represented restricted cash held in accordance with the provisions of a long-term operating lease agreement held as security for performance under the Company's covenants and obligations within the agreement. The restrictions were released during the year ended December 31, 2021.

Accounts Receivable

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

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

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

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

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. 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. For discussion on impairment for goodwill and indefinite-lived intangible assets, refer to Note 4. "Goodwill and Intangible Assets."

Professional and 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 liability insurance coverage is on a claims-made basis and the general liability insurance is on an occurrence basis. The Company also maintains workers' compensation insurance, subject to a self-insured retention.

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 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 consolidated balance sheets.

Derivative Instruments and Hedging Activities

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

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

Investments in Unconsolidated Affiliates

Investments in unconsolidated affiliates in which the Company exerts significant influence but does not control or otherwise consolidate are accounted for using the equity method. Equity method investments are initially recorded at cost, unless the investments are a result of the Company losing control of a previously controlled entity, but still retaining a non-controlling interest. The Company did not have any such deconsolidations during the years ended December 31, 2021 and 2020. These investments are included as investments in and advances to affiliates in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in income from equity investments in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary.

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 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 consolidated statements of operations; changes in ownership interests in which the Company retains a controlling interest are accounted for as equity transactions assuming the Company continues to consolidate related entities. Certain transactions with non-controlling interests are classified within financing activities in the consolidated statements of cash flows.

The 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 partnership and limited liability company through which the Company owns and operates its surgical facilities is governed by a partnership or operating agreement, respectively. In certain circumstances, the applicable partnership or operating agreements for the Company's surgical facilities provide that the facilities will purchase all of the physician limited partners’ or physician minority members’, as applicable, ownership if certain adverse regulatory events occur, such as it becoming illegal

for the physician(s) to own an interest in a surgical facility, refer patients to a surgical facility or receive cash distributions from a surgical facility. The non-controlling interests—redeemable are reported outside of stockholders' equity in the consolidated balance sheets.

A summary of activity related to the non-controlling interests—redeemable for the years ended December 31, 2021 and 2020 is as follows (in millions):


	December 31,
	2021		2020

Balance at beginning of period	$	306.8	$	321.0
Net income attributable to non-controlling interests—redeemable	48.9		31.7
Acquisition and disposal of shares of non-controlling interests, net—redeemable	17.9		(9.4)
Distributions to non-controlling interest —redeemable holders	(43.4)		(36.5)
Balance at end of period	$	330.2	$	306.8

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.

Recent Accounting Pronouncements

In November 2021, the FASB issued Accounting Standards Update ("ASU") 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance. The ASU provides specific authoritative guidance for the disclosure of government assistance including the nature of assistance received, the accounting for and presentation of assistance received and the significant terms and conditions, including commitments and contingencies regarding such assistance. The ASU is effective for financial statements issued for annual periods beginning after December 15, 2021 and may be early adopted. The Company early adopted this ASU beginning with this Annual Report on Form 10-K for the year ended December 31, 2021.

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2016-02 [Member]

- Definition

Indicates amendment to accounting standards.

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+ Details

Derivatives and Hedging Activities - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) interest_rate_swap interest_rate_cap	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	May 31, 2021 interest_rate_swap
Derivative [Line Items]
Amount estimated to be reclassified as a reduction to interest expense over next 12 months	$ 26.2
Current notional amount	1,533.6	$ 1,200.0
Number of interest rate derivatives amended, de-designated, or terminated and replaced \| interest_rate_swap				4
Amount of unrealized losses recorded in OCI	(29.5)	$ 10.3	$ 28.3
Derivatives not designated as hedging instruments
Derivative [Line Items]
Current notional amount	435.0
Amount of unrealized losses recorded in OCI	$ 55.0
Interest Rate Swap
Derivative [Line Items]
Number of interest rate swaps held \| interest_rate_swap	9
Current notional amount	$ 435.0
Interest Rate Swap \| Derivatives in cash flow hedging relationships
Derivative [Line Items]
Current notional amount	$ 1,200.0
Three Pay-fixed Interest Rate Swaps \| Minimum \| LIBOR
Derivative [Line Items]
Variable interest rate of derivative instrument (percent)	0.75%
Three Pay-fixed Interest Rate Swaps \| Derivatives not designated as hedging instruments \| Minimum \| LIBOR
Derivative [Line Items]
Variable interest rate of derivative instrument (percent)	1.00%
Three Receive-fixed Interest Rate Swaps \| Derivatives not designated as hedging instruments \| Minimum \| LIBOR
Derivative [Line Items]
Variable interest rate of derivative instrument (percent)	1.00%
Interest Rate Cap
Derivative [Line Items]
Number of interest rate swaps held \| interest_rate_cap	2
Interest Rate Cap \| Derivatives in cash flow hedging relationships
Derivative [Line Items]
Current notional amount	$ 333.6

Equity-Based Compensation - Summary of Options Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Options
Outstanding, beginning of period (shares)	2,760,515	2,769,187	512,687
Granted (shares)	0	0	2,256,500
Exercised (in shares)	(9,155)	(4,199)	0
Forfeited/Cancelled (shares)	(366,500)	(4,473)	0
Outstanding, end of period (shares)	2,384,860	2,760,515	2,769,187	512,687
Weighted Average Exercise Price
Outstanding, beginning of period (in USD per share)	$ 12.88	$ 13.02	$ 13.03
Granted (in USD per share)			13.00
Exercised (in USD per share)	6.28	20.24
Forfeited/Cancelled (in USD per share)	13.42	19.00
Outstanding, end of period (in USD per share)	$ 12.82	$ 12.88	$ 13.02	$ 13.03
Weighted Average Remaining Contractual Term (years)
Outstanding	7 years	8 years	9 years	9 years 9 months 18 days
Granted			9 years 2 months 12 days
Exercised	7 years 8 months 12 days	5 years 9 months 18 days
Forfeited/Cancelled	7 years 2 months 12 days	4 years 9 months 18 days
Outstanding options, exercisable (shares)	1,588,186

Earnings Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Earnings Per Share

Basic and diluted earnings per share are calculated based on the weighted-average number of shares outstanding in each period and dilutive stock options, unvested shares and warrants, to the extent such securities exist and have a dilutive effect on earnings per share. The Company computes basic and diluted earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation method that determines earnings per share for common shares and participating securities according to their participation rights in dividends and undistributed earnings.

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


	Year Ended December 31,
	2021		2020		2019

Numerator:
Net loss attributable to Surgery Partners, Inc.	$	(70.9)	$	(116.1)	$	(74.8)
Less: Amounts allocated to participating securities (1)	(10.3)		(39.5)		(35.7)
Net loss attributable to common stockholders	$	(81.2)	$	(155.6)	$	(110.5)

Denominator:
Weighted average shares outstanding- basic and diluted (2)	72,427		48,776		48,280

Basic and diluted loss per share (2)	$	(1.12)	$	(3.19)	$	(2.29)

Dilutive securities outstanding not included in the computation of diluted loss per share as their effect is antidilutive:
Stock options	1,920		712		—
Restricted shares	1,452		981		67

(1)Includes dividends accrued for the Series A Preferred Stock. The Series A Preferred Stock does not participate in undistributed losses.

(2)The impact of potentially dilutive securities for all periods were not considered because the effect would be anti-dilutive in each of those periods.

Public Offerings

On January 27, 2021, the Company entered into an underwriting agreement relating to a public offering of 7,500,000 shares (the “January Firm Shares”) of the Company’s common stock, $0.01 par value per share, at a price to the public of $30.25 per share. In addition, the Company granted the underwriters an option to purchase up to an additional 1,125,000 shares of common stock at the same price per share as the January Firm Shares. On February 1, 2021, the Company completed the public offering pursuant to which the Company sold 8,625,000 shares of common stock (including the January Firm Shares and the option shares), resulting in gross proceeds of $260.9 million. In connection with the offering, the Company incurred underwriting discounts, commissions and other related costs of $12.7 million, which were recognized as a direct reduction of proceeds received.

On November 8, 2021, the Company entered into an underwriting agreement relating to a public offering of 6,000,000 shares (the “November Firm Shares”) of the Company’s common stock, $0.01 par value per share, at a price to the public of $46.50 per share. In addition, the Company granted the underwriters an option to purchase up to an additional 900,000 shares of common stock at the same price per share as the November Firm Shares. On November 12, 2021, the Company completed the public offering pursuant to which the Company sold 6,900,000 shares of common stock (including the November Firm Shares and the option shares), resulting in gross proceeds of $320.9 million. In connection with the offering, the Company incurred underwriting discounts, commissions and other related costs of $14.9 million, which were recognized as a direct reduction of proceeds received.

Preferred Conversion

On May 17, 2021, the Company converted all outstanding shares of Series A Preferred Stock into approximately 22.609 million shares of common stock. See Note 7. "Redeemable Preferred Stock" for further discussion.

Share Repurchase Authorization

On December 15, 2017, the Company's Board of Directors authorized a share repurchase program of up to $50.0 million of the Company's issued and outstanding common stock from time to time. The timing and size of repurchases will be determined based on market conditions and other factors. The authorization does not obligate the repurchase of any shares and the Company may repurchase shares of common stock at any time without prior notice. The share repurchases will be made in accordance with applicable securities laws in open market or privately negotiated transactions. The authorization does not have a specified expiration date, and the share repurchase program may be suspended, recommenced or discontinued at any time or from time to time without prior notice. At December 31, 2021, the Company had $46.0 million of repurchase authorization available under the December 2017 authorization.