SEC Filing · Surgery Partners Inc.

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sgry-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

Form 10-Q

_____________________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-37576

_____________________________________

Surgery Partners, Inc.

(Exact name of registrant as specified in its charter)

_____________________________________


Delaware						47-3620923
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

310 Seven Springs Way, Suite 500

Brentwood, Tennessee 37027

(Address of principal executive offices and zip code)

(615) 234-5900

(Registrant’s telephone number, including area code)

_____________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

SGRY

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒						Accelerated filer ☐
Non-accelerated filer ☐						Smaller reporting company ☐
						Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 26, 2022, there were 89,935,287 shares of the registrant’s common stock outstanding.

SURGERY PARTNERS, INC.

FORM 10-Q

TABLE OF CONTENTS


		Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Operations (Unaudited)	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	3
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31

Signatures		32

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SURGERY PARTNERS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions, except per share amounts)


	(Unaudited)
	June 30, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	227.4	$	389.9
Accounts receivable	412.0		430.2
Inventories	64.0		61.1
Prepaid expenses	37.4		25.6
Other current assets	47.6		39.3
Total current assets	788.4		946.1
Property and equipment, net of accumulated depreciation of $320.7 and $272.3, respectively	789.1		629.7
Goodwill and other intangible assets, net	4,035.6		3,955.5
Investments in and advances to affiliates	159.7		88.7
Right-of-use operating lease assets	277.8		324.1
Long-term deferred tax assets	110.4		114.4
Other long-term assets	130.6		59.1
Total assets	$	6,291.6	$	6,117.6

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	126.4	$	124.9
Accrued payroll and benefits	83.8		77.1
Medicare accelerated payments and deferred governmental grants	21.4		64.4
Other current liabilities	221.8		210.0
Current maturities of long-term debt	68.3		60.4
Total current liabilities	521.7		536.8
Long-term debt, less current maturities	3,019.4		2,878.4
Right-of-use operating lease liabilities	271.8		315.6
Other long-term liabilities	96.4		87.0

Non-controlling interests—redeemable	341.8		330.2

Stockholders' equity:
Preferred stock, $0.01 par value; shares authorized - 20,310,000; shares issued or outstanding - none	—		—
Common stock, $0.01 par value; shares authorized - 300,000,000; shares issued and outstanding - 89,935,287 and 89,332,557, respectively	0.9		0.9
Additional paid-in capital	1,618.8		1,622.3
Accumulated other comprehensive income (loss)	44.3		(31.5)
Retained deficit	(508.9)		(502.7)
Total Surgery Partners, Inc. stockholders' equity	1,155.1		1,089.0
Non-controlling interests—non-redeemable	885.4		880.6
Total stockholders' equity	2,040.5		1,969.6
Total liabilities and stockholders' equity	$	6,291.6	$	6,117.6

See notes to unaudited condensed consolidated financial statements.

Table of Contents

SURGERY PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, dollars in millions, except per share amounts, shares in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021

Revenues	$	615.4	$	543.3	$	1,211.6	$	1,055.7
Operating expenses:
Salaries and benefits	181.9		155.3		360.8		307.0
Supplies	173.5		157.5		345.1		304.8
Professional and medical fees	66.7		57.4		130.3		112.9
Lease expense	20.2		22.6		40.2		45.4
Other operating expenses	38.5		32.2		75.8		63.8
Cost of revenues	480.8		425.0		952.2		833.9
General and administrative expenses	26.1		24.5		55.6		51.3
Depreciation and amortization	28.0		25.2		55.4		50.9
Transaction and integration costs	8.2		9.2		15.3		14.5
Grant funds	(0.1)		(4.9)		(1.3)		(20.0)
Loss on disposals and deconsolidations, net	1.1		1.0		1.0		0.1
Equity in earnings of unconsolidated affiliates	(2.6)		(3.0)		(5.7)		(5.6)
Litigation settlement	—		—		(32.8)		—
Loss on debt extinguishment	—		9.6		—		9.6
Other income, net	(2.6)		(2.8)		(5.0)		(2.8)
	538.9		483.8		1,034.7		931.9
Operating income	76.5		59.5		176.9		123.8
Interest expense, net	(56.9)		(53.4)		(113.2)		(106.7)
Income before income taxes	19.6		6.1		63.7		17.1
Income tax (expense) benefit	(4.3)		2.7		(5.6)		2.5
Net income	15.3		8.8		58.1		19.6
Less: Net income attributable to non-controlling interests	(33.7)		(35.7)		(64.3)		(67.5)
Net loss attributable to Surgery Partners, Inc.	(18.4)		(26.9)		(6.2)		(47.9)
Less: Amounts attributable to participating securities	—		—		—		(10.3)
Net loss attributable to common stockholders	$	(18.4)	$	(26.9)	$	(6.2)	$	(58.2)

Net loss per share attributable to common stockholders
Basic	$	(0.21)	$	(0.39)	$	(0.07)	$	(0.94)
Diluted (1)	$	(0.21)	$	(0.39)	$	(0.07)	$	(0.94)
Weighted average common shares outstanding
Basic	88,900		69,267		88,450		62,060
Diluted (1)	88,900		69,267		88,450		62,060

(1) The impact of potentially dilutive securities for all periods presented was not considered because the effect would be anti-dilutive.

See notes to unaudited condensed consolidated financial statements.

Table of Contents

SURGERY PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, dollars in millions)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021

Net income	$	15.3	$	8.8	$	58.1	$	19.6
Other comprehensive income, net of tax:
Derivative activity	19.0		0.2		75.8		6.6
Comprehensive income	34.3		9.0		133.9		26.2
Less: Comprehensive income attributable to non-controlling interests	(33.7)		(35.7)		(64.3)		(67.5)
Comprehensive income (loss) attributable to Surgery Partners, Inc.	$	0.6	$	(26.7)	$	69.6	$	(41.3)

See notes to unaudited condensed consolidated financial statements.

Table of Contents

SURGERY PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited, dollars in millions, shares in thousands)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income		Retained Deficit		Non-Controlling Interests— Non-Redeemable		Total
	Shares	Amount

Balance at December 31, 2020	50,462	$	0.5	$	607.9	$	(61.0)	$	(431.8)	$	766.5	$	882.1
Net (loss) income	—	—		—		—		(21.0)		21.1		0.1
Equity-based compensation	812	—		(2.8)		—		—		—		(2.8)
Preferred dividends	—	—		(10.3)		—		—		—		(10.3)
Equity offering	8,625	0.1		248.2		—		—		—		248.3
Other comprehensive income	—	—		—		6.4		—		—		6.4
Acquisition and disposal of shares of non-controlling interests, net	—	—		0.3		—		—		2.0		2.3
Distributions to non-controlling interests—non-redeemable holders	—	—		—		—		—		(20.8)		(20.8)
Balance at March 31, 2021	59,899	$	0.6	$	843.3	$	(54.6)	$	(452.8)	$	768.8	$	1,105.3
Net (loss) income	—	—		—		—		(26.9)		22.0		(4.9)
Equity-based compensation	(29)	—		3.7		—		—		—		3.7
Preferred share conversion	22,609	0.2		439.5		—		—		—		439.7
Other comprehensive income	—	—		—		0.2		—		—		0.2
Acquisition and disposal of shares of non-controlling interests, net	—	—		11.9		—		—		(6.3)		5.6
Distributions to non-controlling interests—non-redeemable holders	—	—		—		—		—		(22.3)		(22.3)
Balance at June 30, 2021	82,479	$	0.8	$	1,298.4	$	(54.4)	$	(479.7)	$	762.2	$	1,527.3


Balance at December 31, 2021	89,333	$	0.9	$	1,622.3	$	(31.5)	$	(502.7)	$	880.6	$	1,969.6
Net income	—	—		—		—		12.2		20.0		32.2
Equity-based compensation	572	—		7.7		—		—		—		7.7
Other comprehensive income	—	—		—		56.8		—		—		56.8
Acquisition and disposal of shares of non-controlling interests, net	—	—		(4.8)		—		—		(24.3)		(29.1)
Distributions to non-controlling interests—non-redeemable holders	—	—		—		—		—		(24.6)		(24.6)
Balance at March 31, 2022	89,905	$	0.9	$	1,625.2	$	25.3	$	(490.5)	$	851.7	$	2,012.6
Net (loss) income	—	—		—		—		(18.4)		22.7		4.3
Equity-based compensation	30	—		4.4		—		—		—		4.4
Other comprehensive income	—	—		—		19.0		—		—		19.0
Acquisition and disposal of shares of non-controlling interests, net	—	—		(10.8)		—		—		38.7		27.9
Distributions to non-controlling interests—non-redeemable holders	—	—		—		—		—		(27.7)		(27.7)
Balance at June 30, 2022	89,935	$	0.9	$	1,618.8	$	44.3	$	(508.9)	$	885.4	$	2,040.5

See notes to unaudited condensed consolidated financial statements.

Table of Contents

SURGERY PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, dollars in millions)


	Six Months Ended June 30,
	2022		2021
Cash flows from operating activities:
Net income	$	58.1	$	19.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	55.4		50.9
Non-cash interest expense, net	12.4		5.7
Equity-based compensation expense	8.0		9.3
Loss on disposals and deconsolidations, net	1.0		0.1
Loss on debt extinguishment	—		9.6
Deferred income taxes	4.9		(3.2)
Equity in earnings of unconsolidated affiliates, net of distributions received	(0.4)		(0.4)
Non-cash lease expense	17.1		20.0
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable	5.4		(3.1)
Medicare accelerated payments and deferred governmental grants	(40.2)		(28.8)
DOJ settlement payments	—		(32.2)
Other operating assets and liabilities	0.2		5.0
Net cash provided by operating activities	121.9		52.5

Cash flows from investing activities:
Purchases of property and equipment	(40.6)		(28.0)
Payments for acquisitions, net of cash acquired	(74.9)		(15.2)
Proceeds from disposals of facilities and other assets	—		2.5
Purchases of equity investments	(65.8)		—
Proceeds from sales of equity investments	11.5		—
Other investing activities	(11.6)		—
Net cash used in investing activities	(181.4)		(40.7)

Cash flows from financing activities:
Principal payments on long-term debt	(33.3)		(309.4)
Borrowings of long-term debt	12.4		283.1
Payments of debt issuance costs	—		(8.7)
Payment of premium on debt extinguishment	—		(2.4)
Proceeds from equity offering	—		260.9
Payments of equity offering costs	—		(12.7)
Payment of preferred dividends	—		(5.1)
Distributions to non-controlling interest holders	(75.2)		(63.4)
(Payments) receipts related to ownership transactions with non-controlling interest holders	(4.0)		3.4
Other financing activities	(2.9)		(10.9)
Net cash (used in) provided by financing activities	(103.0)		134.8
Net (decrease) increase in cash and cash equivalents	(162.5)		146.6
Cash and cash equivalents at beginning of period	389.9		318.2
Cash and cash equivalents at end of period	$	227.4	$	464.8

See notes to unaudited condensed consolidated financial statements.

Table of Contents

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Summary of Accounting Policies

Organization

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

As of June 30, 2022, the Company owned or operated a portfolio of 133 surgical facilities, comprised of 115 ASCs and 18 surgical hospitals in 32 states. The Company owns these facilities in partnership with physicians and, in some cases, health care systems in the markets and communities it serves. The Company owned a majority interest in 85 of the surgical facilities and consolidated 109 of the facilities for financial reporting purposes.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for fair presentation of the Company's financial position and results of operations have been included. The Company’s fiscal year ends on December 31 and interim results are not necessarily indicative of results for a full year or any other interim period. The information contained in these condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Annual Report on Form 10-K").

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

Use of Estimates

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

Revenues

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

Table of Contents

SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Patient service revenues:
Surgical facilities revenues	95.9	%	95.5	%	95.8	%	95.5	%
Ancillary services revenues	2.8	%	3.2	%	2.8	%	3.2	%
Total patient service revenues	98.7	%	98.7	%	98.6	%	98.7	%
Other service revenues	1.3	%	1.3	%	1.4	%	1.3	%
Total revenues	100.0	%	100.0	%	100.0	%	100.0	%

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

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

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

Other service revenues. Other service revenues include management and administrative service fees derived from the non-consolidated facilities that the Company accounts for under the equity method, management of surgical facilities in which it does not own an interest, and management services provided to physician practices for which the Company is not required to provide capital or additional assets. 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.

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


	Three Months Ended June 30,
	2022				2021
	Amount		%		Amount		%
Patient service revenues:
Private insurance	$	309.5	51.0	%	$	273.0	50.9	%
Government	258.1		42.5	%	226.2		42.2	%
Self-pay	16.5		2.7	%	17.8		3.3	%
Other (1)	23.2		3.8	%	18.9		3.6	%
Total patient service revenues	607.3		100.0	%	535.9		100.0	%
Other service revenues	8.1				7.4
Total revenues	$	615.4			$	543.3

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SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Six Months Ended June 30,
	2022				2021
	Amount		%		Amount		%
Patient service revenues:
Private insurance	$	608.6	50.9	%	$	519.1	49.8	%
Government	507.0		42.4	%	452.6		43.5	%
Self-pay	33.2		2.8	%	31.0		3.0	%
Other (1)	46.2		3.9	%	38.9		3.7	%
Total patient service revenues	1,195.0		100.0	%	1,041.6		100.0	%
Other service revenues	16.6				14.1
Total revenues	$	1,211.6			$	1,055.7

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

Accounts Receivable

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

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

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

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

Income Taxes

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

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

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SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company's effective tax rate was 8.8% for the six months ended June 30, 2022 compared to (14.6)% for the six months ended June 30, 2021. For the six months ended June 30, 2022, the effective tax rate differed from the federal corporate tax rate of 21% primarily due to earnings attributable to non-controlling interests, an increase in the Company’s valuation allowance attributable to interest expense limitations, and discrete tax benefits of (a) $4.6 million related to the vesting of restricted stock awards, (b) $1.8 million attributable to non-recurring earnings’ impact on the Company’s valuation allowance, and (c) $1.0 million related to entity divestitures. For the six months ended June 30, 2021, the effective tax rate differed from 21% due to tax benefits of $4.1 million related to the vesting of restricted stock awards, as well as a $3.0 million tax benefit related to entity divestitures. Based upon the application of interim accounting guidance, the tax rate as a percentage of net income after income attributable to non-controlling interests will vary based upon the relative net income from period to period.

Goodwill

Goodwill represents the excess of the fair value of the consideration provided in an acquisition plus the fair value of any non-controlling interests over the fair value of net assets acquired and is not amortized. Additions to goodwill include amounts resulting from new business combinations and incremental ownership purchases in the Company's subsidiaries. A summary of the Company's acquisitions and disposals for the six months ended June 30, 2022 is included in Note 2. "Acquisitions and Disposals."

A summary of activity related to goodwill for the six months ended June 30, 2022 is as follows (in millions):


Balance at December 31, 2021	$	3,911.8
Acquisitions, including post acquisition adjustments	110.7
Disposals and deconsolidations	(29.4)
Balance at June 30, 2022	$	3,993.1

A detailed evaluation of potential impairment indicators was performed as of June 30, 2022, which specifically considered the ongoing impact of the COVID-19 pandemic, recent increases in interest rates, inflation risk and market volatility. On the basis of available evidence as of June 30, 2022, no indicators of impairment were identified. Future estimates of fair value could be adversely affected if the actual outcome of one or more of the Company's assumptions changes materially in the future, including a material decline in the Company’s stock price and the fair value of its long-term debt, lower than expected surgical case volumes, higher market interest rates or increased operating costs. Such changes impacting the calculation of fair value could result in a material impairment charge in the future.

Derivative Instruments and Hedging Activities

The Company records all derivatives on the balance sheet at fair value and any financing elements treated as debt instruments are recorded at amortized cost. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain 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.

Non-Controlling Interests—Redeemable

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	Six Months Ended June 30,
	2022		2021

Balance at beginning of period	$	330.2	$	306.8
Net income attributable to non-controlling interests—redeemable	21.6		24.4
Acquisition of shares of non-controlling interests, net—redeemable	12.9		1.9
Distributions to non-controlling interest—redeemable holders	(22.9)		(20.3)
Balance at end of period	$	341.8	$	312.8

Medicare Accelerated Payments and Deferred Governmental Grants

The Company has received grant funds distributed under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and other governmental assistance programs, including approximately $1 million during the six months ended June 30, 2022. Grant funds received during the three months ended June 30, 2022 were minimal. During the three and six months ended June 30, 2021, the Company received grant funds of approximately $1 million and $8 million, respectively. 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. 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 condensed consolidated balance sheets. Any unrecognized amounts may be recognized as a reduction in operating expenses in subsequent periods if the underlying conditions for recognition are met. The Company estimates $0.1 million and $1.3 million of grant funds received qualified for recognition as a reduction in operating expenses for the three and six months ended June 30, 2022, respectively. During the three and six months ended June 30, 2021, $4.9 million and $20.0 million, respectively, was recognized as a reduction in operating expenses. As of both June 30, 2022 and December 31, 2021, approximately $4 million of unrecognized grant funds received was reflected within the condensed consolidated balance sheets.

The Company received accelerated payments under the Medicare Accelerated and Advance Payment Program. The payments received were deferred and included in the condensed consolidated balance sheets. During the three and six months ended June 30, 2022, approximately $25 million and $43 million, respectively, 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 condensed consolidated statements of cash flows. As of June 30, 2022 and December 31, 2021, the remaining deferred accelerated payments was approximately $17 million and $60 million, respectively, which was included as a component of Medicare accelerated payments and deferred governmental grants in the condensed consolidated balance sheets. The Company does not expect to receive additional Medicare accelerated payments.

The Company’s accounting policies for relief received under the CARES Act and other governmental assistance programs, including the recognition of grant funds, is unchanged from the policies described in Note 1 to the Company’s consolidated financial statements included in the 2021 Annual Report on Form 10-K.

Fair Value of Financial Instruments

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

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

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

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

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

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SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	Carrying Amount				Fair Value
	June 30, 2022		December 31, 2021		June 30, 2022		December 31, 2021

Senior secured term loan	$	1,523.3	$	1,530.7	$	1,439.5	$	1,530.7
6.750% senior unsecured notes due 2025	$	370.0	$	370.0	$	339.0	$	371.9
10.000% senior unsecured notes due 2027	$	545.0	$	545.0	$	531.4	$	577.0

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

Variable Interest Entities

The condensed consolidated financial statements include the accounts of variable interest entities ("VIE") in which the Company is the primary beneficiary under the provisions of the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification 810, "Consolidation". The Company has the power to direct the activities that most significantly impact a VIE's economic performance. Additionally, the Company would absorb the majority of the expected losses from any of these entities should such expected losses occur. As of June 30, 2022, the Company's consolidated VIEs include six surgical facilities and five physician practices.

The total assets (excluding goodwill and intangible assets, net) of the consolidated VIEs included in the accompanying condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021 were $69.7 million and $48.1 million, respectively, and the total liabilities of the consolidated VIEs were $44.0 million and $20.1 million, respectively.

2. Acquisitions and Disposals

During the six months ended June 30, 2022, the Company acquired a controlling interest in four surgical facilities, two of which were merged into existing surgical facilities, for aggregate cash consideration of $74.9 million, net of cash acquired, and non-cash consideration of $2.6 million, which consisted of a non-controlling interest in one of the Company's existing surgical facilities. In connection with the acquisitions the Company preliminarily recognized non-controlling interests of $41.5 million and goodwill of $114.4 million.

During the six months ended June 30, 2021, the Company acquired a controlling interest in a surgical facility in a new market and two surgical facilities in existing markets that were merged into existing facilities for aggregate cash consideration of $15.2 million, net of cash acquired. In connection with the acquisitions the Company preliminarily recognized non-controlling interests of $7.5 million and goodwill of $20.0 million. During the six months ended June 30, 2022, 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 2021.

Other Acquisitions

During the six months ended June 30, 2022, the Company acquired non-controlling interests in five surgical facilities and four in-development de novo surgical facilities for an aggregate cash purchase price of $65.8 million. The non-controlling interests were accounted for as equity method investments and recorded as a component of investments in and advances to affiliates in the accompanying condensed consolidated balance sheets.

Disposals and Deconsolidations

During the six months ended June 30, 2022, the Company sold its interests in a surgical facility, which was previously accounted for as an equity method investment, for net cash proceeds of $11.5 million. The Company recognized a pre-tax loss on the sale of $0.4 million included in loss on disposals and deconsolidations, net in the condensed consolidated statements of operations for the six months ended June 30, 2022.

During the six months ended June 30, 2022, the Company contributed its interests in two surgical facilities as non-cash consideration for non-controlling interests in two new separate entities. As a result of these transactions, the Company lost control of the previously controlled surgical facilities but retains a non-controlling interest in each, resulting in the deconsolidation of the previously consolidated entities. The remaining non-controlling interests were accounted for as equity method investments, and initially measured and recorded at fair value as of the dates of the transactions. The fair value measurement utilizes Level 3 inputs, which includes unobservable data, to measure the fair value of the retained non-controlling interests. The fair value determination was based on a combination of multiple valuation methods, which included discounted cash flow and market value approach, which incorporates estimates of future earnings and market valuation multiples for certain guideline companies. The preliminary fair value of the investments of $9.8 million was recorded as a component of investments in and advances to affiliates in the accompanying condensed consolidated balance sheets. Further, based on the preliminary valuation, the transactions resulted in a pretax net loss on deconsolidations of $5.6 million, which is included in loss on disposals and deconsolidations, net, in the accompanying condensed consolidated statement of operations for the six months ended June 30,

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SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2022. The net loss was determined based on the difference between the fair value of the Company's retained interests in the entities and the carrying values of both the tangible and intangible assets of the entities immediately prior to the transactions.

3. Long-Term Debt

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


	June 30, 2022		December 31, 2021

Senior secured term loan (1)	$	1,523.3	$	1,530.7
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	160.2		145.0
Finance lease obligations	504.3		364.6
Less: unamortized debt issuance costs and discounts	(15.1)		(16.5)
Total debt	3,087.7		2,938.8
Less: Current maturities	68.3		60.4
Total long-term debt	$	3,019.4	$	2,878.4

(1)Includes unamortized fair value discount of $2.7 million and $3.0 million as of June 30, 2022 and December 31, 2021, respectively.

The increase in finance lease obligations is a result of the modification of certain existing facility real estate leases that were previously classified as operating leases. See Note 4. "Leases" for further discussion.

Revolving Credit Facility

As of June 30, 2022, the Company's availability on its revolving credit facility (the "Revolver") was $203.0 million (including outstanding letters of credit of $7.0 million). There were no outstanding borrowings under the Revolver as of both June 30, 2022 and December 31, 2021.

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SURGERY PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4. Leases

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

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


	Classification in Consolidated Balance Sheets	June 30, 2022		December 31, 2021

Assets:
Operating lease assets	Right-of-use operating lease assets	$	277.8	$	324.1
Finance lease assets	Property and equipment, net of accumulated depreciation	460.2		329.6
Total leased assets		$	738.0	$	653.7

Liabilities:
Operating lease liabilities:
Current	Other current liabilities	$	35.7	$	40.1
Long-term	Right-of-use operating lease liabilities	271.8		315.6
Total operating lease liabilities		307.5		355.7
Finance lease liabilities:
Current	Current maturities of long-term debt	22.7		19.0
Long-term	Long-term debt, less current maturities	481.6		345.6
Total finance lease liabilities		504.3		364.6
Total lease liabilities		$	811.8	$	720.3

During the six months ended June 30, 2022, the Company extended certain existing facility real estate leases, resulting in the reclassification of the leases from operating to finance. The modifications resulted in an increase to finance lease liabilities and assets of $146.5 million and $145.0 million, respectively, including the reclassification of existing operating lease liabilities and assets of $60.8 million and $59.3 million, respectively.

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


	Six Months Ended June 30,
	2022		2021
Operating lease costs	$	32.7	$	37.5
Finance lease costs:
Amortization of leased assets	18.9		13.8
Interest on lease liabilities