Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Surgery Partners, Inc. | |
Entity Central Index Key | 0001638833 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 49,506,287 | |
Entity Shell Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 111.3 | $ 184.3 |
Accounts receivable | 303.1 | 307.6 |
Inventories | 44.4 | 43.4 |
Prepaid expenses and other current assets | 59.1 | 53 |
Total current assets | 517.9 | 588.3 |
Property and equipment, net of accumulated depreciation of $97.9 and $56.1, respectively | 408.2 | 426.3 |
Intangible assets, net | 52.6 | 54.3 |
Goodwill | 3,405.6 | 3,382.8 |
Investments in and advances to affiliates | 93 | 78.5 |
Long-term deferred tax assets | 96.1 | 109.2 |
Other long-term assets | 344.1 | 36.9 |
Total assets | 4,917.5 | 4,676.3 |
Current liabilities: | ||
Accounts payable | 85.1 | 83.3 |
Accrued payroll and benefits | 45.9 | 55.2 |
Other current liabilities | 199.2 | 155.2 |
Current maturities of long-term debt | 51.3 | 55.6 |
Total current liabilities | 381.5 | 349.3 |
Long-term debt, less current maturities | 2,403 | 2,270.9 |
Other long-term liabilities | 426.3 | 271.3 |
Non-controlling interests—redeemable | 314.5 | 326.6 |
Redeemable preferred stock - Series A; shares authorized, issued and outstanding - 310,000; redemption value - $385.7 and $359.3, respectively | 385.7 | 359.3 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value; shares authorized - 20,000,000; shares issued or outstanding - none | 0 | 0 |
Common stock, $0.01 par value; shares authorized - 300,000,000; shares issued and outstanding - 49,506,287 and 48,869,204, respectively | 0.5 | 0.5 |
Additional paid-in capital | 670.3 | 673.5 |
Accumulated other comprehensive loss | (57.5) | (22.4) |
Retained deficit | (284.6) | (247) |
Total Surgery Partners, Inc. stockholders' equity | 328.7 | 404.6 |
Non-controlling interests—non-redeemable | 677.8 | 694.3 |
Total stockholders' equity | 1,006.5 | 1,098.9 |
Total liabilities and stockholders' equity | $ 4,917.5 | $ 4,676.3 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 97.9 | $ 56.1 |
Redeemable preferred stock, shares authorized (shares) | 310,000 | 310,000 |
Redeemable preferred stock, shares issued (shares) | 310,000 | 310,000 |
Redeemable preferred stock, shares outstanding (shares) | 310,000 | 310,000 |
Redeemable preferred stock, redemption value | $ 385.7 | $ 359.3 |
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) | 49,506,287 | 48,869,204 |
Common stock, shares outstanding (shares) | 49,506,287 | 48,869,204 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Income Statement [Abstract] | |||||
Revenues | $ 452 | $ 432.4 | $ 1,314.2 | $ 1,280.3 | |
Operating expenses: | |||||
Salaries and benefits | 139.3 | 131.4 | 401.2 | 395.2 | |
Supplies | 126.2 | 120.1 | 364.6 | 355.7 | |
Professional and medical fees | 38.5 | 34.9 | 110 | 107.3 | |
Lease expense | 21.4 | 21.7 | 63 | 64.9 | |
Other operating expenses | 27.7 | 26.2 | 80.8 | 78.6 | |
Cost of revenues | 353.1 | 334.3 | 1,019.6 | 1,001.7 | |
General and administrative expenses | 19.9 | 19.4 | 64.9 | 69.7 | |
Depreciation and amortization | 18.4 | 17 | 56.3 | 49.4 | |
Income from equity investments | (2.4) | (1.9) | (6.6) | (6.3) | |
Loss (gain) on disposals and deconsolidations, net | 0.6 | 12.6 | (7) | 15.9 | |
Transaction and integration costs | 3.4 | 7.1 | 11.6 | 23.8 | |
Loss on debt extinguishment | 0 | 0 | 11.7 | 0 | |
Other income | 0 | (1.1) | (0.4) | (3.6) | |
Total operating expenses | 393 | 387.4 | 1,150.1 | 1,150.6 | |
Operating income | 59 | 45 | 164.1 | 129.7 | |
Tax receivable agreement expense | 0 | 0 | (2.4) | 0 | |
Interest expense, net | (45.7) | (37.2) | (134.1) | (107.3) | |
Income before income taxes | 13.3 | 7.8 | 27.6 | 22.4 | |
Income tax expense | 2.4 | 5.8 | 5.1 | 10.9 | |
Net income | 10.9 | 2 | 22.5 | 11.5 | |
Less: Net income attributable to non-controlling interests | (26.6) | (23) | (78.1) | (69.5) | |
Net loss attributable to Surgery Partners, Inc. | (15.7) | (21) | (55.6) | (58) | |
Less: Amounts attributable to participating securities | (9.1) | (8.2) | (26.4) | (23.9) | |
Net loss attributable to common stockholders | $ (24.8) | $ (29.2) | $ (82) | $ (81.9) | |
Net loss per share attributable to common stockholders | |||||
Basic (in USD per share) | $ (0.51) | $ (0.61) | $ (1.70) | $ (1.71) | |
Diluted (in USD per share) | [1] | $ (0.51) | $ (0.61) | $ (1.70) | $ (1.71) |
Weighted average common shares outstanding | |||||
Basic (shares) | 48,310 | 48,038 | 48,265 | 48,020 | |
Diluted (shares) | [1] | 48,310 | 48,038 | 48,265 | 48,020 |
[1] | The impact of potentially dilutive securities for all periods presented was not considered because the effect would be anti-dilutive in those periods. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 10.9 | $ 2 | $ 22.5 | $ 11.5 |
Other comprehensive income, net of tax: | ||||
Derivative activity | (6.8) | (1.4) | (35.1) | (1.4) |
Comprehensive income (loss) | 4.1 | 0.6 | (12.6) | 10.1 |
Less: Comprehensive income attributable to non-controlling interests | (26.6) | (23) | (78.1) | (69.5) |
Comprehensive loss attributable to Surgery Partners, Inc. | $ (22.5) | $ (22.4) | $ (90.7) | $ (59.4) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Deficit | Non-Controlling Interests— Non-Redeemable | ||||
Beginning Balance, stockholders' equity (shares) at Dec. 31, 2017 | 48,687,000 | |||||||||
Beginning Balance, stockholders' equity at Dec. 31, 2017 | $ 1,336.6 | $ 0.5 | $ 695.5 | $ 0 | $ (41.3) | $ 681.9 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net (loss) income | (1.6) | (17.5) | 15.9 | |||||||
Equity-based compensation (shares) | 368,000 | |||||||||
Equity-based compensation | 1.3 | 1.3 | ||||||||
Preferred dividends | (7.8) | (7.8) | ||||||||
Repurchase of shares (shares) | (157,000) | |||||||||
Repurchase of shares | (2) | (2) | ||||||||
Acquisition and disposal of shares of non-controlling interests, net | [1] | 0.8 | 2 | (1.2) | ||||||
Distributions to non-controlling interests—non-redeemable holders | (22.5) | (22.5) | ||||||||
Ending Balance, stockholders' equity (shares) at Mar. 31, 2018 | 48,898,000 | |||||||||
Ending Balance, stockholders' equity at Mar. 31, 2018 | 1,304.8 | $ 0.5 | 689 | 0 | (58.8) | 674.1 | ||||
Beginning Balance, stockholders' equity (shares) at Dec. 31, 2017 | 48,687,000 | |||||||||
Beginning Balance, stockholders' equity at Dec. 31, 2017 | 1,336.6 | $ 0.5 | 695.5 | 0 | (41.3) | 681.9 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Other comprehensive loss | (1.4) | |||||||||
Ending Balance, stockholders' equity (shares) at Sep. 30, 2018 | 48,892,000 | |||||||||
Ending Balance, stockholders' equity at Sep. 30, 2018 | 1,228.8 | $ 0.5 | 671.3 | (1.4) | (99.3) | 657.7 | ||||
Beginning Balance, stockholders' equity (shares) at Mar. 31, 2018 | 48,898,000 | |||||||||
Beginning Balance, stockholders' equity at Mar. 31, 2018 | 1,304.8 | $ 0.5 | 689 | 0 | (58.8) | 674.1 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net (loss) income | (2.9) | (19.5) | 16.6 | |||||||
Equity-based compensation (shares) | 4,000 | |||||||||
Equity-based compensation | 2.5 | 2.5 | ||||||||
Preferred dividends | (7.9) | (7.9) | ||||||||
Acquisition and disposal of shares of non-controlling interests, net | [1] | (25.2) | (7.7) | (17.5) | ||||||
Distributions to non-controlling interests—non-redeemable holders | (16.8) | 0 | (16.8) | |||||||
Ending Balance, stockholders' equity (shares) at Jun. 30, 2018 | 48,902,000 | |||||||||
Ending Balance, stockholders' equity at Jun. 30, 2018 | 1,254.5 | $ 0.5 | 675.9 | 0 | (78.3) | 656.4 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net (loss) income | (4.6) | (21) | 16.4 | |||||||
Equity-based compensation (shares) | 10,000 | |||||||||
Equity-based compensation | 1.4 | 1.4 | ||||||||
Preferred dividends | (8.3) | (8.3) | ||||||||
Other comprehensive loss | (1.4) | (1.4) | ||||||||
Acquisition and disposal of shares of non-controlling interests, net | [1] | 5.4 | 2.3 | 3.1 | ||||||
Distributions to non-controlling interests—non-redeemable holders | (18.2) | (18.2) | ||||||||
Ending Balance, stockholders' equity (shares) at Sep. 30, 2018 | 48,892,000 | |||||||||
Ending Balance, stockholders' equity at Sep. 30, 2018 | $ 1,228.8 | $ 0.5 | 671.3 | (1.4) | (99.3) | 657.7 | ||||
Beginning Balance, stockholders' equity (shares) at Dec. 31, 2018 | 48,869,204 | 48,869,000 | ||||||||
Beginning Balance, stockholders' equity at Dec. 31, 2018 | $ 1,098.9 | $ 0.5 | 673.5 | (22.4) | (247) | 694.3 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net (loss) income | (4.1) | (20.1) | 16 | |||||||
Equity-based compensation (shares) | 517,000 | |||||||||
Equity-based compensation | 0.9 | 0.9 | ||||||||
Preferred dividends | (8.5) | (8.5) | ||||||||
Other comprehensive loss | (11.5) | (11.5) | ||||||||
Acquisition and disposal of shares of non-controlling interests, net | 14.1 | [1] | 8 | [1] | 6.1 | |||||
Distributions to non-controlling interests—non-redeemable holders | (23.5) | (23.5) | ||||||||
Ending Balance, stockholders' equity (shares) at Mar. 31, 2019 | 49,386,000 | |||||||||
Ending Balance, stockholders' equity at Mar. 31, 2019 | $ 1,084.3 | $ 0.5 | 673.9 | (33.9) | (249.1) | 692.9 | ||||
Beginning Balance, stockholders' equity (shares) at Dec. 31, 2018 | 48,869,204 | 48,869,000 | ||||||||
Beginning Balance, stockholders' equity at Dec. 31, 2018 | $ 1,098.9 | $ 0.5 | 673.5 | (22.4) | (247) | 694.3 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Other comprehensive loss | $ (35.1) | |||||||||
Ending Balance, stockholders' equity (shares) at Sep. 30, 2019 | 49,506,287 | 49,506,000 | ||||||||
Ending Balance, stockholders' equity at Sep. 30, 2019 | $ 1,006.5 | $ 0.5 | 670.3 | (57.5) | (284.6) | 677.8 | ||||
Beginning Balance, stockholders' equity (shares) at Mar. 31, 2019 | 49,386,000 | |||||||||
Beginning Balance, stockholders' equity at Mar. 31, 2019 | 1,084.3 | $ 0.5 | 673.9 | (33.9) | (249.1) | 692.9 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net (loss) income | (1.1) | (19.8) | 18.7 | |||||||
Equity-based compensation (shares) | 117,000 | |||||||||
Equity-based compensation | 3.1 | 3.1 | ||||||||
Preferred dividends | (8.8) | (8.8) | ||||||||
Other comprehensive loss | (16.8) | (16.8) | ||||||||
Acquisition and disposal of shares of non-controlling interests, net | 2 | [2] | 9.6 | [1] | (7.6) | [2] | ||||
Distributions to non-controlling interests—non-redeemable holders | (17.7) | (17.7) | ||||||||
Ending Balance, stockholders' equity (shares) at Jun. 30, 2019 | 49,503,000 | |||||||||
Ending Balance, stockholders' equity at Jun. 30, 2019 | 1,045 | $ 0.5 | 677.8 | (50.7) | (268.9) | 686.3 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net (loss) income | 3.6 | (15.7) | 19.3 | |||||||
Equity-based compensation (shares) | 3,000 | |||||||||
Equity-based compensation | 2.7 | 2.7 | ||||||||
Preferred dividends | 9.1 | 9.1 | ||||||||
Other comprehensive loss | (6.8) | (6.8) | ||||||||
Acquisition and disposal of shares of non-controlling interests, net | (9) | (1.1) | (7.9) | [1] | ||||||
Distributions to non-controlling interests—non-redeemable holders | $ (19.9) | (19.9) | ||||||||
Ending Balance, stockholders' equity (shares) at Sep. 30, 2019 | 49,506,287 | 49,506,000 | ||||||||
Ending Balance, stockholders' equity at Sep. 30, 2019 | $ 1,006.5 | $ 0.5 | $ 670.3 | $ (57.5) | $ (284.6) | $ 677.8 | ||||
[1] | Includes post acquisition date adjustments. | |||||||||
[2] | Includes post acquisition date adjustments. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 22.5 | $ 11.5 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 56.3 | 49.4 |
Non-cash interest expense (income), net | 0.6 | (1) |
Equity-based compensation expense | 7.6 | 6.3 |
(Gain) loss on disposals and deconsolidations, net | (7) | 15.9 |
Loss on debt extinguishment | 11.7 | 0 |
Deferred income taxes | 4.1 | 9.5 |
Income from equity investments, net of distributions received | 0.5 | (0.2) |
Amortization of right-of-use operating lease assets | 28.8 | 0 |
Changes in operating assets and liabilities, net of acquisitions and divestitures: | ||
Accounts receivable | 7.7 | 2.1 |
Other operating assets and liabilities | (28.7) | 5.6 |
Net cash provided by operating activities | 104.1 | 99.1 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (50.2) | (26.6) |
Payments for acquisitions, net of cash acquired | (13.8) | (55.2) |
Proceeds from disposals of facilities and other assets | 17.6 | 18 |
Purchases of equity investments | (15.2) | 0 |
Other investing activities | (0.2) | (2.8) |
Net cash used in investing activities | (61.8) | (66.6) |
Cash flows from financing activities: | ||
Principal payments on long-term debt | (436.1) | (94.9) |
Borrowings of long-term debt | 442.5 | 62.8 |
Payments of debt issuance costs | (8.8) | 0 |
Payment of premium on debt extinguishment | (17.8) | 0 |
Payments of preferred dividends | 0 | (7.8) |
Distributions to non-controlling interest holders | (89.5) | (80.1) |
Payments related to ownership transactions with non-controlling interest holders | (4.6) | (0.5) |
Repurchase of shares | 0 | (2) |
Other financing activities | (1) | (5.8) |
Net cash used in financing activities | (115.3) | (128.3) |
Net decrease in cash, cash equivalents and restricted cash | (73) | (95.8) |
Cash, cash equivalents and restricted cash at beginning of period | 184.6 | 175.2 |
Cash, cash equivalents and restricted cash at end of period | $ 111.6 | $ 79.4 |
Organization and Summary of Acc
Organization and Summary of Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Accounting Policies | 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 a diagnostic laboratory, multi-specialty physician practices, urgent care facilities, anesthesia services and optical 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 September 30, 2019 , the Company owned or operated a portfolio of 128 surgical facilities, comprised of 113 ASCs and 15 surgical hospitals in 31 states. The Company owns these facilities in partnership with physicians and, in some cases, healthcare systems in the markets and communities it serves. The Company owned a majority interest in 86 of the surgical facilities and consolidated 107 of these facilities for financial reporting purposes. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for fair presentation of the Company's financial position and results of operations have been included. The Company’s fiscal year ends on December 31 and interim results are not necessarily indicative of results for a full year or any other interim period. The information contained in these condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 . 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. 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 VIEs 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 September 30, 2019 , the consolidated VIEs include four surgical facilities, three anesthesia practices and three 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 September 30, 2019 and December 31, 2018 , were $31.5 million and $11.2 million , respectively, and the total liabilities of the consolidated VIEs were $23.4 million and $3.6 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 quoted prices in active markets for identical assets or liabilities (Level 1), inputs other than quoted prices in active markets that are either directly or indirectly observable (Level 2), or unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions (Level 3), depending on the nature of the item being valued. The carrying amounts reported in the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, restricted invested assets and accounts payable approximate their fair values 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 September 30, December 31, September 30, December 31, Senior secured term loan $ 1,437.2 $ 1,447.9 $ 1,401.3 $ 1,382.8 8.875% senior unsecured notes due 2021 $ — $ 406.7 $ — $ 407.2 6.750% senior unsecured notes due 2025 $ 370.0 $ 370.0 $ 333.5 $ 320.5 10.000% senior unsecured notes due 2027 $ 430.0 $ — $ 436.5 $ — 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. The Company has entered into certain interest rate swap agreements (see Note 6. "Derivatives and Hedging Activities"). The fair value of these derivative instruments was $57.5 million and $22.4 million at September 30, 2019 and December 31, 2018 , respectively, and was included in other long-term liabilities in the condensed consolidated balance sheets. The fair value of these derivative financial instruments was based on a quoted market price, or a Level 2 computation. Revenues The Company's revenues generally relate to contracts with patients in which the performance obligations are to provide healthcare 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. The contractual relationships with patients, in most cases, also involve a third-party payor (e.g., Medicare, Medicaid, managed care health plans, employers and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by or negotiated with the third-party payors. The payment arrangements with third-party payors for the services provided to the related patients typically specify payments at amounts less than the Company's standard charges. The Company continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. A summary of revenues by service type as a percentage of total revenues follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Patient service revenues: Surgical facilities revenues 93.9 % 93.2 % 94.0 % 93.2 % Ancillary services revenues 4.4 % 4.7 % 4.6 % 4.8 % 98.3 % 97.9 % 98.6 % 98.0 % Other service revenues: Optical services revenues 0.2 % 0.6 % 0.2 % 0.6 % Other revenues 1.5 % 1.5 % 1.2 % 1.4 % 1.7 % 2.1 % 1.4 % 2.0 % 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 healthcare procedures performed in surgical facilities varies depending on the type of service provided, but usually includes all charges for usage of an operating room, a recovery room, special equipment, medical supplies, nursing staff and medications. The fee does not normally include professional fees charged by the patient’s surgeon, anesthesiologist or other attending physician, which are billed directly by such physicians to the patient or third-party payor. However, in several surgical facilities, the Company charges for anesthesia services. Ancillary service revenues include fees for patient visits to the Company's physician practices, pharmacy services and diagnostic tests ordered by physicians. Patient service revenues are recognized 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. Optical service revenues consist of handling charges billed to the members of the Company's optical products purchasing organization. The Company's optical products purchasing organization negotiates volume buying discounts with optical products manufacturers. The buying discounts and any handling charges billed to the members of the buying group represent the revenue recognized for financial reporting purposes. The Company satisfies the performance obligation and recognizes revenue when the orders are shipped to members. The Company bases its estimates for sales returns and discounts on historical experience and has not experienced significant fluctuations between estimated and actual return activity and discounts given. Other revenues include management and administrative service fees derived from the non-consolidated facilities that the Company accounts for under the equity method, management of surgical facilities in which it does not own an interest, and management services provided to physician practices for which the Company is not required to provide capital or additional assets. 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 September 30, 2019 2018 Amount % Amount % Patient service revenues: Private insurance $ 236.3 53.2 % $ 224.5 53.1 % Government 175.4 39.5 % 162.4 38.4 % Self-pay 11.8 2.7 % 12.4 2.9 % Other (1) 21.0 4.6 % 23.8 5.6 % Total patient service revenues 444.5 100.0 % 423.1 100.0 % Other service revenues: Optical services revenues 0.9 2.7 Other revenues 6.6 6.6 Total revenues $ 452.0 $ 432.4 Nine Months Ended September 30, 2019 2018 Amount % Amount % Patient service revenues: Private insurance $ 682.1 52.7 % $ 668.7 53.3 % Government 518.4 40.0 % 483.4 38.6 % Self-pay 32.1 2.5 % 38.3 3.1 % Other (1) 62.2 4.8 % 62.7 5.0 % Total patient service revenues 1,294.8 100.0 % 1,253.1 100.0 % Other service revenues: Optical services revenues 3.0 8.5 Other revenues 16.4 18.7 Total revenues $ 1,314.2 $ 1,280.3 (1) Other is comprised of anesthesia service agreements, automobile 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. 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 sheet at both September 30, 2019 and December 31, 2018. These restricted investments represent 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 through January 2024. Accounts Receivable and Allowances for Contractual Adjustments and Doubtful Accounts 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 facilities’ cash collections and contractual write-offs, 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), managed care health plans, commercial insurance companies, employers and patients. Management recognizes that revenues and receivables from government agencies are significant to the Company's operations, but it does not believe that there is significant credit risk associated with these government agencies. Concentration of credit risk with respect to other payors is limited because of the large number of such payors. As of September 30, 2019 and December 31, 2018 , the Company had a net third-party Medicaid settlements liability of $7.9 million and $4.8 million , respectively, included in other current liabilities in the condensed consolidated balance sheets. The Company recognizes that final reimbursement of accounts receivable is subject to final approval by each third-party payor. However, because the Company has contracts with its third-party payors and also verifies insurance coverage of the patient before medical services are rendered, the amounts that are pending approval from third-party payors are not 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 operating systems used to manage patient accounts provide for an aging schedule in 30-day increments, by payor, physician and patient. The Company analyzes accounts receivable at each of its surgical facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with third-party payors or patients, written correspondence and the use of legal or collection agency assistance, as required. The receivables related to the Company's optical products purchasing organization are recognized separately from patient accounts receivable, as discussed above, and are included in other current assets in the condensed consolidated balance sheets. Such receivables were $9.2 million and $8.5 million at September 30, 2019 and December 31, 2018 , respectively. Goodwill Goodwill represents the fair value of the consideration provided in an acquisition over the fair value of net assets acquired and is not amortized. Additions to goodwill include amounts resulting from new business combinations and incremental ownership purchases in the Company's subsidiaries. A summary of the Company's acquisitions for the nine months ended September 30, 2019 is included in Note 2. "Acquisitions." A summary of activity related to goodwill for the nine months ended September 30, 2019 is as follows (in millions): Balance at December 31, 2018 $ 3,382.8 Acquisitions, including post acquisition adjustments 22.8 Balance at September 30, 2019 $ 3,405.6 Derivative Instruments and Hedging Activities The Company records all derivatives on the balance sheet at fair value. 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. A summary of activity related to the non-controlling interests—redeemable is as follows (in millions): Balance at December 31, 2018 $ 326.6 Net income attributable to non-controlling interests—redeemable 24.1 Acquisition and disposal of shares of non-controlling interests, net—redeemable (1) (7.8 ) Distributions to non-controlling interest—redeemable holders (28.4 ) Balance at September 30, 2019 $ 314.5 (1) Includes post acquisition date adjustments. 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 healthcare 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. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, "Leases," (the "Lease Accounting Standard"). The core principal of the Lease Accounting Standard is to increase transparency and comparability among organizations by requiring the recognition of right-of-use lease assets and liabilities on the balance sheet and disclosing key information. The most prominent among the changes from this ASU is the recognition of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases. The Company’s accounting for finance leases remained substantially unchanged from its prior accounting for capital leases. The disclosure objective is to enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted the Lease Accounting Standard effective January 1, 2019, using a modified retrospective transition approach. Under this approach, the Company elected to recognize and measure leases under the new standard in the period of adoption, with a cumulative-effect adjustment recorded to equity on its condensed consolidated balance sheets, along with the application of certain available practical expedients including an exclusion for short-term leases and accounting for leases at the portfolio level where appropriate. The cumulative effect of the accounting change recognized upon adoption was $18.0 million reflected as an adjustment to retained deficit in our condensed consolidated balance sheets. The Company has implemented internal controls and key system functionality to establish governance and oversight over the implementation, and to ensure the Company’s financial statements and related footnotes are complete and accurate and are adequately reviewed by members of management. The newly implemented internal control changes related to leases include new systems and software implementation, updated accounting and disclosure policies, and redesigned financial reporting internal controls over governance, oversight and reviews. Additionally, the Company has expanded data gathering procedures to comply with the additional disclosure requirements and ongoing contract review requirements. In June 2016, the FASB issued ASU2016-13, which introduced a new model for recognizing credit losses on financial instruments based on an estimate of the current expected credit losses. The new current expected credit losses (“CECL”) model generally calls for the immediate recognition of all expected credit losses and applies to financial instruments and other assets, including accounts receivable and other financial assets measured at amortized cost, debt securities and other financial assets. This guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available-for-sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that adoption of this ASU will have on its consolidated financial position and results of operations. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions During the nine months ended September 30, 2019 , the Company acquired a controlling interest in one surgical facility, a clinic that was merged into an existing facility and a physician practice for total aggregate consideration of $26.7 million , including cash consideration of $20.1 million , net of cash acquired. The remainder of the consideration related to the forgiveness of certain amounts due to the Company from the acquired clinic. The cash consideration was funded through cash from operations. The total consideration was allocated to the assets acquired and liabilities assumed based upon the respective acquisition date fair values. The aggregate amounts preliminarily recognized for each major class of assets acquired and liabilities assumed for the acquisitions are as follows (in millions): Total consideration (1) $ 26.7 Fair value of non-controlling interests 8.3 Aggregate acquisition date fair value $ 35.0 Net assets acquired: Current assets $ 5.0 Property and equipment 1.8 Goodwill 22.8 Other long-term assets (2) 37.7 Current liabilities (3.9 ) Long-term debt, less current maturities (0.2 ) Other long-term liabilities (28.2 ) Aggregate acquisition date fair value $ 35.0 (1) In connection with the clinic acquisition, the Company acquired the remaining non-controlling interests in one of it's existing consolidated surgical facilities. As such, $6.3 million of the cash consideration for the clinic acquisition was classified as a financing activity and presented in payments related to ownership transactions with non-controlling interest holders in the Condensed Consolidated Statements of Cash Flows. (2) The assets acquired includes the fair value of a non-controlling investment held by the acquired clinic in one of the Company's consolidated surgical facilities of $8.8 million . This investment asset was subsequently eliminated in consolidation. The fair values assigned to certain assets acquired and liabilities assumed by the Company have been estimated on a preliminary basis and are subject to change as new facts and circumstances emerge that were present at the date of acquisition. During the nine months ended September 30, 2019 , 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 2018. The goodwill acquired was primarily allocated to the Company's reportable segments as follows: $14.3 million to surgical facility services and $8.5 million to ancillary services. The results of operations of the acquisitions were included in the Company’s results of operations beginning on the dates of acquisition and were not considered significant for the nine months ended September 30, 2019 . Other Acquisitions and Dispositions During the nine months ended September 30, 2019, the Company acquired a non-controlling interest in four surgical facilities for a cash investment of $14.0 million . The non-controlling interest was accounted for as an equity method investment and recorded as a component of investments in and advances to affiliates in the accompanying condensed consolidated balance sheets. During the nine months ended September 30, 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 and deconsolidations, net in the accompanying condensed 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. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt A summary of long-term debt is as follows (in millions): September 30, December 31, Senior secured term loan (1) $ 1,437.2 $ 1,447.9 Senior secured revolving credit facility — — 8.875% senior unsecured notes due 2021 (2) — 406.7 6.750% senior unsecured notes due 2025 370.0 370.0 10.000% senior unsecured notes due 2027 430.0 — Notes payable and other secured loans 74.4 79.4 Finance lease obligations (3) 153.5 25.4 Less: unamortized debt issuance costs (10.8 ) (2.9 ) Total debt 2,454.3 2,326.5 Less: Current maturities 51.3 55.6 Total long-term debt $ 2,403.0 $ 2,270.9 (1) Includes unamortized fair value discount of $ 5.2 million and $5.5 million as of September 30, 2019 and December 31, 2018 , respectively. (2) Includes unamortized fair value premium of $6.7 million as of December 31, 2018. The premium was written-off upon redemption as discussed below. (3) In connection with the adoption of the Lease Accounting Standard, the Company's capital lease obligations that existed as of December 31, 2018 were derecognized and included as a component of the finance lease obligations included in the table shown above. See Note 4. "Leases" for further discussion on the adoption of the Lease Accounting Standard. The increase in finance lease obligations upon adoption of the Lease Accounting Standard is due to the inclusion of certain financing obligations that were previously recognized as a component of other current and long-term liabilities as discussed further in Note 8. "Other Assets and Liabilities." 10.000% Senior Unsecured Notes due 2027 Effective April 11, 2019, the Company issued an aggregate principal amount of $430.0 million 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 existing senior secured term loan and revolving credit facility (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, 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, 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. In connection with the offering of the 2027 Unsecured Notes, the Company recorded debt issuance costs of $8.8 million . 8.875% Senior Unsecured Notes due 2021 In connection with issuance of the 2027 Unsecured Notes as discussed above, the Company redeemed all of the then existing senior unsecured notes due 2021 ("2021 Unsecured Notes"). The redemption price was equal to 104.438% of the outstanding principal amount plus accrued and unpaid interest. In connection with the redemption, the Company recorded a debt extinguishment loss of $11.7 million , included in loss on debt extinguishment in the condensed consolidated statements of operations for the nine months ended September 30, 2019 . The loss includes the redemption premium paid partially offset by the write-off of the unamortized fair value premium as of the redemption date. Senior Secured Revolving Credit Facility In connection with the completion of the issuance of the 2027 Unsecured Notes, the outstanding commitments under the Company's senior secured revolving credit facility ("Revolver") were increased by $45.0 million pursuant to an incremental amendment to the credit agreement governing its revolving credit facility. As of both September 30, 2019 and December 31, 2018, the Company had no outstanding borrowing on the Revolver. As of September 30, 2019 , the Company's availability on the Revolver was $115.2 million (including outstanding letters of credit of $4.8 million ). |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases On January 1, 2019, the Company adopted the Lease Accounting Standard using the modified retrospective transition approach by applying the new standard to all leases existing at that date. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under the new guidance, while prior period amounts have not been adjusted. The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical lease identification, lease classification and initial direct costs for any leases that existed prior to January 1, 2019. The Company also elected the accounting policy practical expedient to exclude leases with an initial term of twelve months or less from the balance sheet. Additionally, for certain leases, the Company applied a portfolio approach to effectively account for the operating lease right-of-use assets and liabilities. The Company determines if an arrangement is a lease at inception. Right-of-use assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. Variable components of lease payments fluctuating with a future index or rate, as well as those related to common area maintenance costs, are not included in determining lease payments and are expensed as incurred. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is a hypothetical rate based on the Company's understanding of what its credit rating would be. 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. 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, typically ranging from five to seven years . The following table presents the components of the Company's right-of-use assets and liabilities related to leases, their classification in the condensed consolidated balance sheets, the weighted-average lease terms and discount rates at September 30, 2019 (in millions): Classification in Condensed Consolidated Balance Sheets September 30, 2019 Assets: Operating lease assets Other long-term assets $ 311.7 Finance lease assets Property and equipment, net of accumulated depreciation 147.2 Total leased assets $ 458.9 Liabilities: Operating lease liabilities: Current Other current liabilities $ 35.8 Long-term Other long-term liabilities 281.4 Total operating lease liabilities 317.2 Finance lease liabilities: Current Current maturities of long-term debt 13.9 Long-term Long-term debt, less current maturities 139.6 Total finance lease liabilities 153.5 Total lease liabilities $ 470.7 Weighted-average remaining lease term: Operating leases 8.9 years Finance leases 12.7 years Weighted-average discount rate: Operating leases 10.4 % Finance leases 10.2 % The following table presents the components of the Company's lease expense and their classification in the condensed consolidated statement of operations for the nine months ended September 30, 2019 (in millions): Classification in Condensed Consolidated Statement of Operations Nine Months Ended September 30, 2019 Operating lease costs Lease expense and general and administrative expenses $ 50.8 Finance lease costs: Amortization of leased assets Depreciation and amortization 15.3 Interest on lease liabilities Interest expense, net 10.9 Total finance lease costs 26.2 Variable and short-term lease costs Lease expense and general and administrative expenses 10.6 Total lease costs $ 87.6 During the nine months ended September 30, 2019 , the Company incurred lease costs of $15.1 million under operating lease agreements with physician investors who are related parties. During the nine months ended September 30, 2019 , the Company paid rent of $4.8 million under a finance lease agreement 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 nine months ended September 30, 2019 (dollars in millions): Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 48.7 Operating cash outflows from finance leases $ 10.9 Financing cash outflows from finance leases $ 9.4 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 48.0 Finance leases $ 9.1 Future maturities of lease liabilities at September 30, 2019 are presented in the following table (in millions): Operating Leases Finance Leases 2019 $ 21.9 $ 9.4 2020 65.1 27.8 2021 59.9 25.7 2022 54.9 22.6 2023 51.7 20.1 Thereafter 246.6 194.6 Total lease payments 500.1 300.2 Less: imputed interest (182.9 ) (146.7 ) Total lease obligations $ 317.2 $ 153.5 Future maturities of lease liabilities at December 31, 2018 , prior to the adoption of the Lease Accounting Standard, are presented in the following table (in millions): Operating Leases (1) Capital Leases 2019 $ 81.5 $ 8.8 2020 75.6 6.7 2021 66.7 4.7 2022 61.3 2.9 2023 57.2 1.5 Thereafter 470.2 4.3 Total lease payments $ 812.5 28.9 Less: imputed interest (3.5 ) Capital lease obligations $ 25.4 (1) Includes financing obligations payable to the lessors of certain land, buildings and improvements that arose due to the Company's continued involvement with the leased assets under the sale-leaseback guidance in effect prior to the adoption of the Lease Accounting Standard. As of December 31, 2018 , the current portion of the financing obligations was $7.0 million and was included in other current liabilities in the consolidated balance sheets. The long-term portion of the finance obligations was $149.8 million and was included as other long-term liabilities in the consolidated balance sheets. |
Leases | Leases On January 1, 2019, the Company adopted the Lease Accounting Standard using the modified retrospective transition approach by applying the new standard to all leases existing at that date. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under the new guidance, while prior period amounts have not been adjusted. The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical lease identification, lease classification and initial direct costs for any leases that existed prior to January 1, 2019. The Company also elected the accounting policy practical expedient to exclude leases with an initial term of twelve months or less from the balance sheet. Additionally, for certain leases, the Company applied a portfolio approach to effectively account for the operating lease right-of-use assets and liabilities. The Company determines if an arrangement is a lease at inception. Right-of-use assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. Variable components of lease payments fluctuating with a future index or rate, as well as those related to common area maintenance costs, are not included in determining lease payments and are expensed as incurred. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is a hypothetical rate based on the Company's understanding of what its credit rating would be. 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. 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, typically ranging from five to seven years . The following table presents the components of the Company's right-of-use assets and liabilities related to leases, their classification in the condensed consolidated balance sheets, the weighted-average lease terms and discount rates at September 30, 2019 (in millions): Classification in Condensed Consolidated Balance Sheets September 30, 2019 Assets: Operating lease assets Other long-term assets $ 311.7 Finance lease assets Property and equipment, net of accumulated depreciation 147.2 Total leased assets $ 458.9 Liabilities: Operating lease liabilities: Current Other current liabilities $ 35.8 Long-term Other long-term liabilities 281.4 Total operating lease liabilities 317.2 Finance lease liabilities: Current Current maturities of long-term debt 13.9 Long-term Long-term debt, less current maturities 139.6 Total finance lease liabilities 153.5 Total lease liabilities $ 470.7 Weighted-average remaining lease term: Operating leases 8.9 years Finance leases 12.7 years Weighted-average discount rate: Operating leases 10.4 % Finance leases 10.2 % The following table presents the components of the Company's lease expense and their classification in the condensed consolidated statement of operations for the nine months ended September 30, 2019 (in millions): Classification in Condensed Consolidated Statement of Operations Nine Months Ended September 30, 2019 Operating lease costs Lease expense and general and administrative expenses $ 50.8 Finance lease costs: Amortization of leased assets Depreciation and amortization 15.3 Interest on lease liabilities Interest expense, net 10.9 Total finance lease costs 26.2 Variable and short-term lease costs Lease expense and general and administrative expenses 10.6 Total lease costs $ 87.6 During the nine months ended September 30, 2019 , the Company incurred lease costs of $15.1 million under operating lease agreements with physician investors who are related parties. During the nine months ended September 30, 2019 , the Company paid rent of $4.8 million under a finance lease agreement 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 nine months ended September 30, 2019 (dollars in millions): Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 48.7 Operating cash outflows from finance leases $ 10.9 Financing cash outflows from finance leases $ 9.4 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 48.0 Finance leases $ 9.1 Future maturities of lease liabilities at September 30, 2019 are presented in the following table (in millions): Operating Leases Finance Leases 2019 $ 21.9 $ 9.4 2020 65.1 27.8 2021 59.9 25.7 2022 54.9 22.6 2023 51.7 20.1 Thereafter 246.6 194.6 Total lease payments 500.1 300.2 Less: imputed interest (182.9 ) (146.7 ) Total lease obligations $ 317.2 $ 153.5 Future maturities of lease liabilities at December 31, 2018 , prior to the adoption of the Lease Accounting Standard, are presented in the following table (in millions): Operating Leases (1) Capital Leases 2019 $ 81.5 $ 8.8 2020 75.6 6.7 2021 66.7 4.7 2022 61.3 2.9 2023 57.2 1.5 Thereafter 470.2 4.3 Total lease payments $ 812.5 28.9 Less: imputed interest (3.5 ) Capital lease obligations $ 25.4 (1) Includes financing obligations payable to the lessors of certain land, buildings and improvements that arose due to the Company's continued involvement with the leased assets under the sale-leaseback guidance in effect prior to the adoption of the Lease Accounting Standard. As of December 31, 2018 , the current portion of the financing obligations was $7.0 million and was included in other current liabilities in the consolidated balance sheets. The long-term portion of the finance obligations was $149.8 million and was included as other long-term liabilities in the consolidated balance sheets. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 9 Months Ended |
Sep. 30, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Preferred Stock | Redeemable Preferred Stock On August 31, 2017, the Company issued 310,000 shares of Series A Preferred Stock to Bain at a purchase price of $1,000 per share for an aggregate purchase price of $310.0 million . A summary of activity related to the Series A Preferred Stock follows (in millions): Balance at December 31, 2018 $ 359.3 Dividends accrued (there were no cash dividends declared) 26.4 Balance at September 30, 2019 $ 385.7 There were no unpaid cash dividends declared at both September 30, 2019 and December 31, 2018 . The aggregate and per share amounts of unpaid cumulative preferred dividends as of September 30, 2019 was $60.1 million and $194.00 , respectively. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Derivatives and Hedging Activities Cash Flow Hedges of Interest Rate Risk 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 as part of its interest rate risk management strategy. During 2019 , 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 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 other comprehensive income 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 $14.2 million will be reclassified as an increase to interest expense. As of September 30, 2019 , the Company had four interest rate swaps with a current notional amount of $1.2 billion and a termination date of November 30, 2023. The derivatives are recorded at fair value (see Note 1. "Organization and Summary of Accounting Policies") and classified as a long-term liability included in other long-term liabilities in the condensed consolidated balance sheets. The following table presents the pre-tax effect of the interest rate swaps on the Company's accumulated other comprehensive income ("OCI") and statement of operations for the three and nine months ended September 30, 2019 (dollars in millions): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Derivatives in cash flow hedging relationships Loss recognized in OCI (effective portion) $ 8.5 $ 1.4 $ 39.6 $ 1.4 Loss reclassified from accumulated OCI to interest expense (effective portion) $ 1.7 $ — $ 4.5 $ — |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator: Net loss attributable to Surgery Partners, Inc. $ (15.7 ) $ (21.0 ) $ (55.6 ) $ (58.0 ) Less: amounts allocated to participating securities (1) (9.1 ) (8.2 ) (26.4 ) (23.9 ) Net loss attributable to common stockholders $ (24.8 ) $ (29.2 ) $ (82.0 ) $ (81.9 ) Denominator: Weighted average shares outstanding- basic and diluted (2) 48,310 48,038 48,265 48,020 Loss per share: Basic and diluted (2) $ (0.51 ) $ (0.61 ) $ (1.70 ) $ (1.71 ) Dilutive securities outstanding not included in the computation of loss per share as their effect is antidilutive: Stock options — 145 — 154 Restricted shares 10 134 24 141 Convertible preferred stock N/A N/A N/A N/A (1) Includes dividends accrued during all periods 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 presented was not considered because the effect would be anti-dilutive in each period. Share Repurchase Transactions 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. There were no share repurchases under the share repurchase program during the nine months ended September 30, 2019 . During the nine months ended September 30, 2018 , the Company repurchased 156.8 thousand shares of its common stock at an average price of $12.64 per share through market purchases. At September 30, 2019 , the Company had $46.0 million of repurchase authorization available under the December 2017 authorization. |
Other Assets and Liabilities
Other Assets and Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Other Assets and Liabilities | Other Assets and Liabilities Other Long-Term Assets A summary of other long-term assets is as follows (in millions): September 30, December 31, Right-of-use operating lease assets $ 311.7 $ — Other 32.4 36.9 Total $ 344.1 $ 36.9 Other Current Liabilities A summary of other current liabilities is as follows (in millions): September 30, December 31, Accrued legal settlement $ 42.3 $ 42.3 Right-of-use operating lease liabilities 35.8 — Interest payable 26.6 20.8 Amounts due to patients and payors 18.0 20.0 Accrued expenses and other 76.5 72.1 Total $ 199.2 $ 155.2 Other Long-Term Liabilities A summary of other long-term liabilities is as follows (in millions): September 30, December 31, Right-of-use operating lease liabilities $ 281.4 $ — Facility lease obligations — 149.8 Other 144.9 121.5 Total $ 426.3 $ 271.3 At December 31, 2018, the Company had financing obligations payable to the lessors of certain land, buildings and improvements that arose due to the Company's continued involvement with the leased assets under the sale-leaseback guidance in effect prior to the adoption of the Lease Accounting Standard. These obligations were included as facility lease obligations in other long-term liabilities at December 31, 2018 in the table above. Upon adoption of the Lease Accounting Standard on January 1, 2019, the Company reevaluated the classification of these financing arrangements utilizing the new accounting requirements for sale-leasebacks, and concluded that each of these financing arrangements continue to not qualify for sale treatment and therefore should continue to be recognized on the balance sheet as finance leases under the new guidance. Further, the Company has an ongoing development agreement to construct a new hospital, which costs were recognized as incurred as a deferred financing obligation included in facility lease obligations at December 31, 2018. Upon reevaluation, the Company concluded that it does not control the assets under construction and therefore the obligation and related asset were derecognized from the balance sheets upon adoption of the Lease Accounting Standard. The lease related to this new hospital is expected to commence in late 2019 when construction is completed. |
Other Assets and Liabilities | Other Assets and Liabilities Other Long-Term Assets A summary of other long-term assets is as follows (in millions): September 30, December 31, Right-of-use operating lease assets $ 311.7 $ — Other 32.4 36.9 Total $ 344.1 $ 36.9 Other Current Liabilities A summary of other current liabilities is as follows (in millions): September 30, December 31, Accrued legal settlement $ 42.3 $ 42.3 Right-of-use operating lease liabilities 35.8 — Interest payable 26.6 20.8 Amounts due to patients and payors 18.0 20.0 Accrued expenses and other 76.5 72.1 Total $ 199.2 $ 155.2 Other Long-Term Liabilities A summary of other long-term liabilities is as follows (in millions): September 30, December 31, Right-of-use operating lease liabilities $ 281.4 $ — Facility lease obligations — 149.8 Other 144.9 121.5 Total $ 426.3 $ 271.3 At December 31, 2018, the Company had financing obligations payable to the lessors of certain land, buildings and improvements that arose due to the Company's continued involvement with the leased assets under the sale-leaseback guidance in effect prior to the adoption of the Lease Accounting Standard. These obligations were included as facility lease obligations in other long-term liabilities at December 31, 2018 in the table above. Upon adoption of the Lease Accounting Standard on January 1, 2019, the Company reevaluated the classification of these financing arrangements utilizing the new accounting requirements for sale-leasebacks, and concluded that each of these financing arrangements continue to not qualify for sale treatment and therefore should continue to be recognized on the balance sheet as finance leases under the new guidance. Further, the Company has an ongoing development agreement to construct a new hospital, which costs were recognized as incurred as a deferred financing obligation included in facility lease obligations at December 31, 2018. Upon reevaluation, the Company concluded that it does not control the assets under construction and therefore the obligation and related asset were derecognized from the balance sheets upon adoption of the Lease Accounting Standard. The lease related to this new hospital is expected to commence in late 2019 when construction is completed. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
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 general liability and professional liability insurance in excess of self-insured retentions, on a claims-made basis 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. The Company also maintains workers' compensation insurance, subject to a deductible. 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. Insurance Reserves 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 periodic actuarially determined estimates. The reserves are estimated using individual case-basis valuations and actuarial analysis. Reserves for professional, general and workers' compensation claim liabilities are determined with no regard for expected insurance recoveries and are presented gross on the condensed consolidated balance sheets. Total professional, general and workers' compensation claim liabilities as of September 30, 2019 and December 31, 2018 were $19.5 million and $18.2 million , respectively. The balances include expected insurance recoveries of $11.8 million and $12.0 million as of September 30, 2019 and December 31, 2018 , respectively. Laws and Regulations Laws and regulations governing the Company's business, including those relating to the Medicare and Medicaid programs, are complex and subject to interpretation. These laws and regulations govern every aspect of how the Company's surgical facilities conduct their operations, from licensing requirements to how and whether the Company's facilities may receive payments pursuant to the Medicare and Medicaid programs. Compliance with such laws and regulations can be subject to future government agency review and interpretation as well as legislative changes to such laws. Noncompliance with such laws and regulations may subject the Company to significant regulatory action including fines, penalties, and exclusion from the Medicare, Medicaid and other federal healthcare programs. From time to time, governmental regulatory agencies will conduct inquiries of the Company's practices, including, but not limited to, the Company's compliance with federal and state fraud and abuse laws, billing practices and relationships with physicians. On October 23, 2017, the Company received several civil investigative demands ("CIDs") from the federal government under the False Claims Act (“FCA”) for documents and information dating back to January 1, 2010 relating to the medical necessity of certain drug tests conducted by the Company’s physicians and submitted to laboratories owned and operated by the Company. In addition, the Company has been informed by the Centers for Medicare and Medicaid Services ("CMS") that payments to its diagnostic laboratory, Logan Laboratories, have been suspended pending further investigation by CMS. The Company has been providing information to the government in response to the CIDs and currently has a non-binding agreement in principle with the DOJ on the financial terms of a settlement with the goal of resolving these matters. Based on those discussions, which are still ongoing, the Company recorded a litigation-related charge of $46.0 million relating to these matters on the consolidated statements of operations for the year ended December 31, 2018. The Company believes that this reserve is sufficient to cover a potential resolution with the government relating to these matters, including legal expenses relating to the settlement that have not previously been recorded in operating expenses. The ultimate timing, amount and/or final terms of any such resolution may differ materially from those anticipated or the Company may not be able to reach a resolution at all. It is reasonably possible that the Company will incur additional losses above the amount reserved, but the Company is not able to estimate such amounts at this time. See Item 1A “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 under the heading “Risk Factors - Risks Related to Government Regulation - Companies within the healthcare industry, including us, continue to be the subject of federal and state audits and investigations, including actions for false and other improper claims .” Acquired Facilities The Company, through its wholly-owned subsidiaries or controlled partnerships and limited liability companies, has acquired and will continue to acquire surgical facilities with prior operating histories. Such facilities may have unknown or contingent liabilities, including liabilities for failure to comply with healthcare laws and regulations, such as billing and reimbursement, fraud and abuse and similar anti-referral laws. Although the Company attempts to assure that no such liabilities exist, obtain indemnification from prospective sellers covering such matters and institute policies designed to conform centers to its standards following completion of acquisitions, there can be no assurance that the Company will not become liable for past activities that may later be asserted to be improper by private plaintiffs or government agencies. There can be no assurance that any such matter will be covered by indemnification or, if covered, that the liability sustained will not exceed contractual limits or the financial capacity of the indemnifying party. The Company cannot predict whether federal or state statutory or regulatory provisions will be enacted that would prohibit or otherwise regulate relationships which the Company has established or may establish with other healthcare providers or have materially adverse effects on its business or revenues arising from such future actions. Management believes, however, that it will be able to adjust the Company's operations so as to be in compliance with any statutory or regulatory provision as may be applicable. Potential Physician Investor Liability A majority of the physician investors in the partnerships and limited liability companies which operate the Company's surgical facilities carry general and professional liability insurance on a claims-made basis. Each partnership or limited liability company may, however, be liable for damages to persons or property arising from occurrences at the surgical facilities. Although the various physician investors and other surgeons generally are required to obtain general and professional liability insurance with tail coverage that extends beyond the period of any claims-made policies, such individuals may not be able to obtain coverage in amounts sufficient to cover all potential liability. Since most insurance policies contain exclusions, the physician investors will not be insured against all possible occurrences. In the event of an uninsured or underinsured loss, the value of an investment in the partnership interests or limited liability company membership units and the amount of distributions could be adversely affected. 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 six 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 and such inability is a result of the terms of credit agreements and other debt documents that are 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 500 basis points until paid. If the terms of such 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 effective 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 that the total remaining amounts payable under the TRA was approximately $68.2 million and $64.6 million as of September 30, 2019 and December 31, 2018 , 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 the discount, was $55.3 million and $48.5 million as of September 30, 2019 and December 31, 2018 , respectively. The current portion of the liability was $8.0 million and $7.6 million as of September 30, 2019 and December 31, 2018, respectively, and was included as a component of other current liabilities in the condensed consolidated balance sheet. The long-term portion was included as a component of other long-term liabilities in the condensed consolidated balance sheets. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company operates in three major lines of business that are also the Company's reportable operating segments - the operation of surgical facilities, the operation of ancillary services and the operation of optical services. The surgical facility services segment consists of the operation of ASCs and surgical hospitals and includes anesthesia services. The ancillary services segment consists of a diagnostic laboratory and multi-specialty physician practices. The optical services segment consists of an optical products group purchasing organization. "All other" primarily consists of the Company's corporate general and administrative functions. The following tables present financial information for each reportable segment (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Revenues: Surgical facility services $ 431.1 $ 410.2 $ 1,250.9 $ 1,211.5 Ancillary services 20.0 19.6 60.3 60.4 Optical services 0.9 2.6 3.0 8.4 Total $ 452.0 $ 432.4 $ 1,314.2 $ 1,280.3 Adjusted EBITDA: Surgical facility services $ 77.1 $ 74.5 $ 223.9 $ 216.5 Ancillary services 0.9 0.9 3.5 2.9 Optical services 0.4 0.6 1.3 2.1 All other (16.2 ) (17.0 ) (54.5 ) (60.1 ) Total $ 62.2 $ 59.0 $ 174.2 $ 161.4 Adjusted EBITDA: $ 62.2 $ 59.0 $ 174.2 $ 161.4 Net income attributable to non-controlling interests 26.6 23.0 78.1 69.5 Depreciation and amortization (18.4 ) (17.0 ) (56.3 ) (49.4 ) Interest expense, net (45.7 ) (37.2 ) (134.1 ) (107.3 ) Equity-based compensation expense (2.7 ) (1.5 ) (7.6 ) (6.3 ) Transaction, integration and acquisition costs (1) (5.3 ) (7.5 ) (16.8 ) (25.4 ) (Loss) gain on disposals and deconsolidations, net (0.6 ) (12.6 ) 7.0 (15.9 ) Litigation costs (2.8 ) — (2.8 ) — Loss on debt extinguishment — — (11.7 ) — Tax receivable agreement expense — — (2.4 ) — Contingent acquisition compensation expense — (0.5 ) — (1.5 ) Reserve adjustments (2) — 2.1 — (2.7 ) Income before income taxes $ 13.3 $ 7.8 $ 27.6 $ 22.4 (1) For the three months ended September 30, 2019 and 2018 , this amount includes transaction and integration costs of $3.4 million and $7.1 million , respectively, and acquisition costs of $0.5 million and $0.4 million , respectively. This amount further includes start-up costs related to a de novo surgical hospital of $1.4 million for the three months ended September 30, 2019, with no comparable costs in the 2018 period. For the nine months ended September 30, 2019 and 2018 , this amount includes transaction and integration costs of $11.6 million and $23.8 million , respectively, and acquisition costs of $2.0 million and $1.6 million , respectively. This amount further includes start-up costs related to a de novo surgical hospital of $3.2 million for the nine months ended September 30, 2019 , with no comparable costs in the 2018 period. (2) This amount represents adjustments to revenue in connection with applying consistent policies across the combined company as a result of the integration of Surgery Partners and a previously acquired entity. September 30, December 31, Assets: Surgical facility services $ 4,505.4 $ 4,204.3 Ancillary services 80.2 52.7 Optical services 21.2 20.1 All other 310.7 399.2 Total assets $ 4,917.5 $ 4,676.3 Nine Months Ended September 30, 2019 2018 Cash purchases of property and equipment, net: Surgical facility services $ 42.8 $ 21.6 Ancillary services 0.5 0.3 All other 6.9 4.7 Total cash purchases of property and equipment, net $ 50.2 $ 26.6 |
Organization and Summary of A_2
Organization and Summary of Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for fair presentation of the Company's financial position and results of operations have been included. The Company’s fiscal year ends on December 31 and interim results are not necessarily indicative of results for a full year or any other interim period. The information contained in these condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 . |
Principles of Consolidation | The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as interests in partnerships and limited liability companies controlled by the Company through its ownership of a majority voting interest or other rights granted to the Company by contract to manage and control the affiliate's business. All significant intercompany balances and transactions are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and footnotes. Examples include, but are not limited to, estimates of accounts receivable allowances, professional and general liabilities and the estimate of deferred tax assets or liabilities. Actual results could differ from those estimates. |
Variable Interest Entities | 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 VIEs economic performance. Additionally, the Company would absorb the majority of the expected losses from any of these entities should such expected losses occur. |
Fair Value of Financial Instruments | 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. The Company has entered into certain interest rate swap agreements (see Note 6. "Derivatives and Hedging Activities"). The fair value of these derivative instruments was $57.5 million and $22.4 million at September 30, 2019 and December 31, 2018 , respectively, and was included in other long-term liabilities in the condensed consolidated balance sheets. The fair value of these derivative financial instruments was based on a quoted market price, or a Level 2 computation. Fair Value of Financial Instruments The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants to sell the asset or transfer the liability. The Company uses fair value measurements based on quoted prices in active markets for identical assets or liabilities (Level 1), inputs other than quoted prices in active markets that are either directly or indirectly observable (Level 2), or unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions (Level 3), depending on the nature of the item being valued. The carrying amounts reported in the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, restricted invested assets and accounts payable approximate their fair values under Level 3 calculations. |
Revenues | Patient service revenues. This revenue is related to charging facility fees in exchange for providing patient care. The fee charged for healthcare procedures performed in surgical facilities varies depending on the type of service provided, but usually includes all charges for usage of an operating room, a recovery room, special equipment, medical supplies, nursing staff and medications. The fee does not normally include professional fees charged by the patient’s surgeon, anesthesiologist or other attending physician, which are billed directly by such physicians to the patient or third-party payor. However, in several surgical facilities, the Company charges for anesthesia services. Ancillary service revenues include fees for patient visits to the Company's physician practices, pharmacy services and diagnostic tests ordered by physicians. Patient service revenues are recognized 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. Optical service revenues consist of handling charges billed to the members of the Company's optical products purchasing organization. The Company's optical products purchasing organization negotiates volume buying discounts with optical products manufacturers. The buying discounts and any handling charges billed to the members of the buying group represent the revenue recognized for financial reporting purposes. The Company satisfies the performance obligation and recognizes revenue when the orders are shipped to members. The Company bases its estimates for sales returns and discounts on historical experience and has not experienced significant fluctuations between estimated and actual return activity and discounts given. Other revenues include management and administrative service fees derived from the non-consolidated facilities that the Company accounts for under the equity method, management of surgical facilities in which it does not own an interest, and management services provided to physician practices for which the Company is not required to provide capital or additional assets. 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. Revenues The Company's revenues generally relate to contracts with patients in which the performance obligations are to provide healthcare 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. The contractual relationships with patients, in most cases, also involve a third-party payor (e.g., Medicare, Medicaid, managed care health plans, employers and commercial insurance companies, 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. |
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. 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 sheet at both September 30, 2019 and December 31, 2018. These restricted investments represent 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 through January 2024. |
Accounts Receivable and Allowances for Contractual Adjustments and Doubtful Accounts | Accounts Receivable and Allowances for Contractual Adjustments and Doubtful Accounts 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 facilities’ cash collections and contractual write-offs, 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), managed care health plans, commercial insurance companies, employers and patients. Management recognizes that revenues and receivables from government agencies are significant to the Company's operations, but it does not believe that there is significant credit risk associated with these government agencies. Concentration of credit risk with respect to other payors is limited because of the large number of such payors. As of September 30, 2019 and December 31, 2018 , the Company had a net third-party Medicaid settlements liability of $7.9 million and $4.8 million , respectively, included in other current liabilities in the condensed consolidated balance sheets. The Company recognizes that final reimbursement of accounts receivable is subject to final approval by each third-party payor. However, because the Company has contracts with its third-party payors and also verifies insurance coverage of the patient before medical services are rendered, the amounts that are pending approval from third-party payors are not 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 operating systems used to manage patient accounts provide for an aging schedule in 30-day increments, by payor, physician and patient. The Company analyzes accounts receivable at each of its surgical facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with third-party payors or patients, written correspondence and the use of legal or collection agency assistance, as required. The receivables related to the Company's optical products purchasing organization are recognized separately from patient accounts receivable, as discussed above, and are included in other current assets in the condensed consolidated balance sheets. |
Goodwill | Goodwill Goodwill represents the fair value of the consideration provided in an acquisition over the fair value of net assets acquired and is not amortized. Additions to goodwill include amounts resulting from new business combinations and incremental ownership purchases in the Company's subsidiaries. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company records all derivatives on the balance sheet at fair value. 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 as part of its interest rate risk management strategy. During 2019 , 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 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 other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. |
Non-Controlling Interests—Redeemable | Non-Controlling Interests—Redeemable Each partnership and limited liability company through which the Company owns and operates its surgical facilities is governed by a partnership or operating agreement, respectively. In certain circumstances, the applicable partnership or operating agreements for the Company's surgical facilities provide that the facilities will purchase all of the physician limited partners’ or physician minority members’, as applicable, ownership if certain adverse regulatory events occur, such as it becoming illegal for the physician(s) to own an interest in a surgical facility, refer patients to a surgical facility or receive cash distributions from a surgical facility. The non-controlling interests — redeemable are reported outside of stockholders' equity in the condensed consolidated balance sheets. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, "Leases," (the "Lease Accounting Standard"). The core principal of the Lease Accounting Standard is to increase transparency and comparability among organizations by requiring the recognition of right-of-use lease assets and liabilities on the balance sheet and disclosing key information. The most prominent among the changes from this ASU is the recognition of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases. The Company’s accounting for finance leases remained substantially unchanged from its prior accounting for capital leases. The disclosure objective is to enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted the Lease Accounting Standard effective January 1, 2019, using a modified retrospective transition approach. Under this approach, the Company elected to recognize and measure leases under the new standard in the period of adoption, with a cumulative-effect adjustment recorded to equity on its condensed consolidated balance sheets, along with the application of certain available practical expedients including an exclusion for short-term leases and accounting for leases at the portfolio level where appropriate. The cumulative effect of the accounting change recognized upon adoption was $18.0 million reflected as an adjustment to retained deficit in our condensed consolidated balance sheets. The Company has implemented internal controls and key system functionality to establish governance and oversight over the implementation, and to ensure the Company’s financial statements and related footnotes are complete and accurate and are adequately reviewed by members of management. The newly implemented internal control changes related to leases include new systems and software implementation, updated accounting and disclosure policies, and redesigned financial reporting internal controls over governance, oversight and reviews. Additionally, the Company has expanded data gathering procedures to comply with the additional disclosure requirements and ongoing contract review requirements. In June 2016, the FASB issued ASU2016-13, which introduced a new model for recognizing credit losses on financial instruments based on an estimate of the current expected credit losses. The new current expected credit losses (“CECL”) model generally calls for the immediate recognition of all expected credit losses and applies to financial instruments and other assets, including accounts receivable and other financial assets measured at amortized cost, debt securities and other financial assets. This guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available-for-sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that adoption of this ASU will have on its consolidated financial position and results of operations. |
Leases | On January 1, 2019, the Company adopted the Lease Accounting Standard using the modified retrospective transition approach by applying the new standard to all leases existing at that date. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under the new guidance, while prior period amounts have not been adjusted. The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical lease identification, lease classification and initial direct costs for any leases that existed prior to January 1, 2019. The Company also elected the accounting policy practical expedient to exclude leases with an initial term of twelve months or less from the balance sheet. Additionally, for certain leases, the Company applied a portfolio approach to effectively account for the operating lease right-of-use assets and liabilities. The Company determines if an arrangement is a lease at inception. Right-of-use assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. Variable components of lease payments fluctuating with a future index or rate, as well as those related to common area maintenance costs, are not included in determining lease payments and are expensed as incurred. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is a hypothetical rate based on the Company's understanding of what its credit rating would be. 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. 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, typically ranging from five to seven years . |
Earnings Per Share | 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. |
Organization and Summary of A_3
Organization and Summary of Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Carrying Amounts and Fair Values of Long-Term Debt | A summary of the carrying amounts and estimated fair values of the Company's long-term debt follows (in millions): Carrying Amount Fair Value September 30, December 31, September 30, December 31, Senior secured term loan $ 1,437.2 $ 1,447.9 $ 1,401.3 $ 1,382.8 8.875% senior unsecured notes due 2021 $ — $ 406.7 $ — $ 407.2 6.750% senior unsecured notes due 2025 $ 370.0 $ 370.0 $ 333.5 $ 320.5 10.000% senior unsecured notes due 2027 $ 430.0 $ — $ 436.5 $ — |
Schedule of Revenues by Service Type | A summary of revenues by service type as a percentage of total revenues follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Patient service revenues: Surgical facilities revenues 93.9 % 93.2 % 94.0 % 93.2 % Ancillary services revenues 4.4 % 4.7 % 4.6 % 4.8 % 98.3 % 97.9 % 98.6 % 98.0 % Other service revenues: Optical services revenues 0.2 % 0.6 % 0.2 % 0.6 % Other revenues 1.5 % 1.5 % 1.2 % 1.4 % 1.7 % 2.1 % 1.4 % 2.0 % Total revenues 100.0 % 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): Three Months Ended September 30, 2019 2018 Amount % Amount % Patient service revenues: Private insurance $ 236.3 53.2 % $ 224.5 53.1 % Government 175.4 39.5 % 162.4 38.4 % Self-pay 11.8 2.7 % 12.4 2.9 % Other (1) 21.0 4.6 % 23.8 5.6 % Total patient service revenues 444.5 100.0 % 423.1 100.0 % Other service revenues: Optical services revenues 0.9 2.7 Other revenues 6.6 6.6 Total revenues $ 452.0 $ 432.4 Nine Months Ended September 30, 2019 2018 Amount % Amount % Patient service revenues: Private insurance $ 682.1 52.7 % $ 668.7 53.3 % Government 518.4 40.0 % 483.4 38.6 % Self-pay 32.1 2.5 % 38.3 3.1 % Other (1) 62.2 4.8 % 62.7 5.0 % Total patient service revenues 1,294.8 100.0 % 1,253.1 100.0 % Other service revenues: Optical services revenues 3.0 8.5 Other revenues 16.4 18.7 Total revenues $ 1,314.2 $ 1,280.3 (1) Other is comprised of anesthesia service agreements, automobile liability, letters of protection and other payor types. |
Schedule of Rollforward of Goodwill | A summary of activity related to goodwill for the nine months ended September 30, 2019 is as follows (in millions): Balance at December 31, 2018 $ 3,382.8 Acquisitions, including post acquisition adjustments 22.8 Balance at September 30, 2019 $ 3,405.6 |
Schedule of Rollforward of Noncontrolling Interest - Redeemable | A summary of activity related to the non-controlling interests—redeemable is as follows (in millions): Balance at December 31, 2018 $ 326.6 Net income attributable to non-controlling interests—redeemable 24.1 Acquisition and disposal of shares of non-controlling interests, net—redeemable (1) (7.8 ) Distributions to non-controlling interest—redeemable holders (28.4 ) Balance at September 30, 2019 $ 314.5 (1) Includes post acquisition date adjustments. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The aggregate amounts preliminarily recognized for each major class of assets acquired and liabilities assumed for the acquisitions are as follows (in millions): Total consideration (1) $ 26.7 Fair value of non-controlling interests 8.3 Aggregate acquisition date fair value $ 35.0 Net assets acquired: Current assets $ 5.0 Property and equipment 1.8 Goodwill 22.8 Other long-term assets (2) 37.7 Current liabilities (3.9 ) Long-term debt, less current maturities (0.2 ) Other long-term liabilities (28.2 ) Aggregate acquisition date fair value $ 35.0 (1) In connection with the clinic acquisition, the Company acquired the remaining non-controlling interests in one of it's existing consolidated surgical facilities. As such, $6.3 million of the cash consideration for the clinic acquisition was classified as a financing activity and presented in payments related to ownership transactions with non-controlling interest holders in the Condensed Consolidated Statements of Cash Flows. (2) The assets acquired includes the fair value of a non-controlling investment held by the acquired clinic in one of the Company's consolidated surgical facilities of $8.8 million . This investment asset was subsequently eliminated in consolidation. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | A summary of long-term debt is as follows (in millions): September 30, December 31, Senior secured term loan (1) $ 1,437.2 $ 1,447.9 Senior secured revolving credit facility — — 8.875% senior unsecured notes due 2021 (2) — 406.7 6.750% senior unsecured notes due 2025 370.0 370.0 10.000% senior unsecured notes due 2027 430.0 — Notes payable and other secured loans 74.4 79.4 Finance lease obligations (3) 153.5 25.4 Less: unamortized debt issuance costs (10.8 ) (2.9 ) Total debt 2,454.3 2,326.5 Less: Current maturities 51.3 55.6 Total long-term debt $ 2,403.0 $ 2,270.9 (1) Includes unamortized fair value discount of $ 5.2 million and $5.5 million as of September 30, 2019 and December 31, 2018 , respectively. (2) Includes unamortized fair value premium of $6.7 million as of December 31, 2018. The premium was written-off upon redemption as discussed below. (3) In connection with the adoption of the Lease Accounting Standard, the Company's capital lease obligations that existed as of December 31, 2018 were derecognized and included as a component of the finance lease obligations included in the table shown above. See Note 4. "Leases" for further discussion on the adoption of the Lease Accounting Standard. The increase in finance lease obligations upon adoption of the Lease Accounting Standard is due to the inclusion of certain financing obligations that were previously recognized as a component of other current and long-term liabilities as discussed further in Note 8. "Other Assets and Liabilities." |
Summary of Debt Instrument 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, 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 % |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, their classification in the condensed consolidated balance sheets, the weighted-average lease terms and discount rates at September 30, 2019 (in millions): Classification in Condensed Consolidated Balance Sheets September 30, 2019 Assets: Operating lease assets Other long-term assets $ 311.7 Finance lease assets Property and equipment, net of accumulated depreciation 147.2 Total leased assets $ 458.9 Liabilities: Operating lease liabilities: Current Other current liabilities $ 35.8 Long-term Other long-term liabilities 281.4 Total operating lease liabilities 317.2 Finance lease liabilities: Current Current maturities of long-term debt 13.9 Long-term Long-term debt, less current maturities 139.6 Total finance lease liabilities 153.5 Total lease liabilities $ 470.7 Weighted-average remaining lease term: Operating leases 8.9 years Finance leases 12.7 years Weighted-average discount rate: Operating leases 10.4 % Finance leases 10.2 % |
Schedule of Lease Expense and Cash Flow Information | The following table presents supplemental cash flow information for the nine months ended September 30, 2019 (dollars in millions): Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 48.7 Operating cash outflows from finance leases $ 10.9 Financing cash outflows from finance leases $ 9.4 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 48.0 Finance leases $ 9.1 The following table presents the components of the Company's lease expense and their classification in the condensed consolidated statement of operations for the nine months ended September 30, 2019 (in millions): Classification in Condensed Consolidated Statement of Operations Nine Months Ended September 30, 2019 Operating lease costs Lease expense and general and administrative expenses $ 50.8 Finance lease costs: Amortization of leased assets Depreciation and amortization 15.3 Interest on lease liabilities Interest expense, net 10.9 Total finance lease costs 26.2 Variable and short-term lease costs Lease expense and general and administrative expenses 10.6 Total lease costs $ 87.6 |
Maturity of Operating Leases | Future maturities of lease liabilities at September 30, 2019 are presented in the following table (in millions): Operating Leases Finance Leases 2019 $ 21.9 $ 9.4 2020 65.1 27.8 2021 59.9 25.7 2022 54.9 22.6 2023 51.7 20.1 Thereafter 246.6 194.6 Total lease payments 500.1 300.2 Less: imputed interest (182.9 ) (146.7 ) Total lease obligations $ 317.2 $ 153.5 |
Maturity of Finance Leases | Future maturities of lease liabilities at September 30, 2019 are presented in the following table (in millions): Operating Leases Finance Leases 2019 $ 21.9 $ 9.4 2020 65.1 27.8 2021 59.9 25.7 2022 54.9 22.6 2023 51.7 20.1 Thereafter 246.6 194.6 Total lease payments 500.1 300.2 Less: imputed interest (182.9 ) (146.7 ) Total lease obligations $ 317.2 $ 153.5 |
Maturity of Leases Prior to Adoption of 842 | Future maturities of lease liabilities at December 31, 2018 , prior to the adoption of the Lease Accounting Standard, are presented in the following table (in millions): Operating Leases (1) Capital Leases 2019 $ 81.5 $ 8.8 2020 75.6 6.7 2021 66.7 4.7 2022 61.3 2.9 2023 57.2 1.5 Thereafter 470.2 4.3 Total lease payments $ 812.5 28.9 Less: imputed interest (3.5 ) Capital lease obligations $ 25.4 (1) Includes financing obligations payable to the lessors of certain land, buildings and improvements that arose due to the Company's continued involvement with the leased assets under the sale-leaseback guidance in effect prior to the adoption of the Lease Accounting Standard. As of December 31, 2018 , the current portion of the financing obligations was $7.0 million and was included in other current liabilities in the consolidated balance sheets. The long-term portion of the finance obligations was $149.8 million and was included as other long-term liabilities in the consolidated balance sheets. |
Maturity of Leases Prior to Adoption of 842 | Future maturities of lease liabilities at December 31, 2018 , prior to the adoption of the Lease Accounting Standard, are presented in the following table (in millions): Operating Leases (1) Capital Leases 2019 $ 81.5 $ 8.8 2020 75.6 6.7 2021 66.7 4.7 2022 61.3 2.9 2023 57.2 1.5 Thereafter 470.2 4.3 Total lease payments $ 812.5 28.9 Less: imputed interest (3.5 ) Capital lease obligations $ 25.4 (1) Includes financing obligations payable to the lessors of certain land, buildings and improvements that arose due to the Company's continued involvement with the leased assets under the sale-leaseback guidance in effect prior to the adoption of the Lease Accounting Standard. As of December 31, 2018 , the current portion of the financing obligations was $7.0 million and was included in other current liabilities in the consolidated balance sheets. The long-term portion of the finance obligations was $149.8 million and was included as other long-term liabilities in the consolidated balance sheets. |
Redeemable Preferred Stock (Tab
Redeemable Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Activity Related to Redeemable Preferred Stock | A summary of activity related to the Series A Preferred Stock follows (in millions): Balance at December 31, 2018 $ 359.3 Dividends accrued (there were no cash dividends declared) 26.4 Balance at September 30, 2019 $ 385.7 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Effect of Interest Rate Swaps | The following table presents the pre-tax effect of the interest rate swaps on the Company's accumulated other comprehensive income ("OCI") and statement of operations for the three and nine months ended September 30, 2019 (dollars in millions): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Derivatives in cash flow hedging relationships Loss recognized in OCI (effective portion) $ 8.5 $ 1.4 $ 39.6 $ 1.4 Loss reclassified from accumulated OCI to interest expense (effective portion) $ 1.7 $ — $ 4.5 $ — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A reconciliation of the numerator and denominator of basic and diluted earnings per share follows (dollars in millions, except per share amounts; shares in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator: Net loss attributable to Surgery Partners, Inc. $ (15.7 ) $ (21.0 ) $ (55.6 ) $ (58.0 ) Less: amounts allocated to participating securities (1) (9.1 ) (8.2 ) (26.4 ) (23.9 ) Net loss attributable to common stockholders $ (24.8 ) $ (29.2 ) $ (82.0 ) $ (81.9 ) Denominator: Weighted average shares outstanding- basic and diluted (2) 48,310 48,038 48,265 48,020 Loss per share: Basic and diluted (2) $ (0.51 ) $ (0.61 ) $ (1.70 ) $ (1.71 ) Dilutive securities outstanding not included in the computation of loss per share as their effect is antidilutive: Stock options — 145 — 154 Restricted shares 10 134 24 141 Convertible preferred stock N/A N/A N/A N/A (1) Includes dividends accrued during all periods 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 presented was not considered because the effect would be anti-dilutive in each period. |
Other Assets and Liabilities (T
Other Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Other Long-term Assets | A summary of other long-term assets is as follows (in millions): September 30, December 31, Right-of-use operating lease assets $ 311.7 $ — Other 32.4 36.9 Total $ 344.1 $ 36.9 |
Summary of Other Current Liabilities | A summary of other current liabilities is as follows (in millions): September 30, December 31, Accrued legal settlement $ 42.3 $ 42.3 Right-of-use operating lease liabilities 35.8 — Interest payable 26.6 20.8 Amounts due to patients and payors 18.0 20.0 Accrued expenses and other 76.5 72.1 Total $ 199.2 $ 155.2 |
Summary of Other Long-term Liabilities | A summary of other long-term liabilities is as follows (in millions): September 30, December 31, Right-of-use operating lease liabilities $ 281.4 $ — Facility lease obligations — 149.8 Other 144.9 121.5 Total $ 426.3 $ 271.3 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Revenue and Operating Income | The following tables present financial information for each reportable segment (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Revenues: Surgical facility services $ 431.1 $ 410.2 $ 1,250.9 $ 1,211.5 Ancillary services 20.0 19.6 60.3 60.4 Optical services 0.9 2.6 3.0 8.4 Total $ 452.0 $ 432.4 $ 1,314.2 $ 1,280.3 Adjusted EBITDA: Surgical facility services $ 77.1 $ 74.5 $ 223.9 $ 216.5 Ancillary services 0.9 0.9 3.5 2.9 Optical services 0.4 0.6 1.3 2.1 All other (16.2 ) (17.0 ) (54.5 ) (60.1 ) Total $ 62.2 $ 59.0 $ 174.2 $ 161.4 Adjusted EBITDA: $ 62.2 $ 59.0 $ 174.2 $ 161.4 Net income attributable to non-controlling interests 26.6 23.0 78.1 69.5 Depreciation and amortization (18.4 ) (17.0 ) (56.3 ) (49.4 ) Interest expense, net (45.7 ) (37.2 ) (134.1 ) (107.3 ) Equity-based compensation expense (2.7 ) (1.5 ) (7.6 ) (6.3 ) Transaction, integration and acquisition costs (1) (5.3 ) (7.5 ) (16.8 ) (25.4 ) (Loss) gain on disposals and deconsolidations, net (0.6 ) (12.6 ) 7.0 (15.9 ) Litigation costs (2.8 ) — (2.8 ) — Loss on debt extinguishment — — (11.7 ) — Tax receivable agreement expense — — (2.4 ) — Contingent acquisition compensation expense — (0.5 ) — (1.5 ) Reserve adjustments (2) — 2.1 — (2.7 ) Income before income taxes $ 13.3 $ 7.8 $ 27.6 $ 22.4 (1) For the three months ended September 30, 2019 and 2018 , this amount includes transaction and integration costs of $3.4 million and $7.1 million , respectively, and acquisition costs of $0.5 million and $0.4 million , respectively. This amount further includes start-up costs related to a de novo surgical hospital of $1.4 million for the three months ended September 30, 2019, with no comparable costs in the 2018 period. For the nine months ended September 30, 2019 and 2018 , this amount includes transaction and integration costs of $11.6 million and $23.8 million , respectively, and acquisition costs of $2.0 million and $1.6 million , respectively. This amount further includes start-up costs related to a de novo surgical hospital of $3.2 million for the nine months ended September 30, 2019 , with no comparable costs in the 2018 period. (2) This amount represents adjustments to revenue in connection with applying consistent policies across the combined company as a result of the integration of Surgery Partners and a previously acquired entity. |
Reconciliation of Assets from Segment to Consolidated | September 30, December 31, Assets: Surgical facility services $ 4,505.4 $ 4,204.3 Ancillary services 80.2 52.7 Optical services 21.2 20.1 All other 310.7 399.2 Total assets $ 4,917.5 $ 4,676.3 |
Schedule of Financial Information by Reportable Segment | Nine Months Ended September 30, 2019 2018 Cash purchases of property and equipment, net: Surgical facility services $ 42.8 $ 21.6 Ancillary services 0.5 0.3 All other 6.9 4.7 Total cash purchases of property and equipment, net $ 50.2 $ 26.6 |
Organization and Summary of A_4
Organization and Summary of Accounting Policies - Organization (Details) | Sep. 30, 2019surgical_facilitystate |
Products And Services [Line Items] | |
Number of surgical facilities owned | 128 |
Number of states in which entity operates | state | 31 |
Number of surgical facilities owned, majority interest | 86 |
Number of surgical facilities owned, consolidated | 107 |
Facilities, Ambulatory Surgery Centers | |
Products And Services [Line Items] | |
Number of surgical facilities owned | 113 |
Facilities, Surgical Hospitals | |
Products And Services [Line Items] | |
Number of surgical facilities owned | 15 |
Organization and Summary of A_5
Organization and Summary of Accounting Policies - Variable Interest Entities (Details) $ in Millions | Sep. 30, 2019Anesthesia_Practice | Sep. 30, 2019surgical_facility | Sep. 30, 2019physician_practice | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Variable Interest Entity [Line Items] | |||||
Number of facilities included in VIE | 3 | 4 | 3 | ||
Variable Interest Entity, Primary Beneficiary, Aggregated Disclosure | |||||
Variable Interest Entity [Line Items] | |||||
Total assets related to VIE | $ 31.5 | $ 11.2 | |||
Total liabilities related to VIE | $ 23.4 | $ 3.6 |
Organization and Summary of A_6
Organization and Summary of Accounting Policies - Carrying Amount and Fair Value of Long-Term Debt (Details) - Senior Notes - USD ($) $ in Millions | Sep. 30, 2019 | Apr. 11, 2019 | Dec. 31, 2018 |
8.875% senior unsecured notes due 2021 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated interest rate | 8.875% | ||
Long-term debt | $ 0 | $ 406.7 | |
8.875% senior unsecured notes due 2021 | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 0 | 406.7 | |
8.875% senior unsecured notes due 2021 | Fair Value | Fair Value, Inputs, Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | $ 0 | 407.2 | |
6.750% senior unsecured notes due 2025 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated interest rate | 6.75% | ||
Long-term debt | $ 370 | 370 | |
6.750% senior unsecured notes due 2025 | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 370 | 370 | |
6.750% senior unsecured notes due 2025 | Fair Value | Fair Value, Inputs, Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | $ 333.5 | 320.5 | |
10.000% senior unsecured notes due 2027 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated interest rate | 10.00% | 10.00% | |
Long-term debt | $ 430 | 0 | |
10.000% senior unsecured notes due 2027 | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 430 | 0 | |
10.000% senior unsecured notes due 2027 | Fair Value | Fair Value, Inputs, Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 436.5 | 0 | |
Revolving Credit Facility | Senior secured term loan | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 1,437.2 | 1,447.9 | |
Revolving Credit Facility | Senior secured term loan | Fair Value | Fair Value, Inputs, Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | $ 1,401.3 | $ 1,382.8 |
Organization and Summary of A_7
Organization and Summary of Accounting Policies - Fair Value of Financial Instruments, Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Interest rate swap agreement | $ 57.5 | $ 22.4 |
Organization and Summary of A_8
Organization and Summary of Accounting Policies - Schedule of Revenues by Service Type (Details) - Revenue Source - Revenue | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue from External Customer [Line Items] | ||||
Service revenues as a percentage of total revenues | 100.00% | 100.00% | 100.00% | 100.00% |
Healthcare Organization, Patient Service | ||||
Revenue from External Customer [Line Items] | ||||
Service revenues as a percentage of total revenues | 98.30% | 97.90% | 98.60% | 98.00% |
Surgical Facility Services | ||||
Revenue from External Customer [Line Items] | ||||
Service revenues as a percentage of total revenues | 93.90% | 93.20% | 94.00% | 93.20% |
Ancillary Services | ||||
Revenue from External Customer [Line Items] | ||||
Service revenues as a percentage of total revenues | 4.40% | 4.70% | 4.60% | 4.80% |
Healthcare Organization, Other Service | ||||
Revenue from External Customer [Line Items] | ||||
Service revenues as a percentage of total revenues | 1.70% | 2.10% | 1.40% | 2.00% |
Optical Services | ||||
Revenue from External Customer [Line Items] | ||||
Service revenues as a percentage of total revenues | 0.20% | 0.60% | 0.20% | 0.60% |
Other | ||||
Revenue from External Customer [Line Items] | ||||
Service revenues as a percentage of total revenues | 1.50% | 1.50% | 1.20% | 1.40% |
Organization and Summary of A_9
Organization and Summary of Accounting Policies - Schedule of Revenues by Sources (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Total revenues | $ 452 | $ 432.4 | $ 1,314.2 | $ 1,280.3 |
Healthcare Organization, Patient Service | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Total revenues | $ 444.5 | $ 423.1 | $ 1,294.8 | $ 1,253.1 |
Healthcare Organization, Patient Service | Customer | Revenue | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Service revenues as a percentage of total revenues | 100.00% | 100.00% | 100.00% | 100.00% |
Healthcare Organization, Patient Service | Private insurance | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Total revenues | $ 236.3 | $ 224.5 | $ 682.1 | $ 668.7 |
Healthcare Organization, Patient Service | Private insurance | Customer | Revenue | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Service revenues as a percentage of total revenues | 53.20% | 53.10% | 52.70% | 53.30% |
Healthcare Organization, Patient Service | Government | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Total revenues | $ 175.4 | $ 162.4 | $ 518.4 | $ 483.4 |
Healthcare Organization, Patient Service | Government | Customer | Revenue | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Service revenues as a percentage of total revenues | 39.50% | 38.40% | 40.00% | 38.60% |
Healthcare Organization, Patient Service | Self-pay | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Total revenues | $ 11.8 | $ 12.4 | $ 32.1 | $ 38.3 |
Healthcare Organization, Patient Service | Self-pay | Customer | Revenue | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Service revenues as a percentage of total revenues | 2.70% | 2.90% | 2.50% | 3.10% |
Healthcare Organization, Patient Service | Other | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Total revenues | $ 21 | $ 23.8 | $ 62.2 | $ 62.7 |
Healthcare Organization, Patient Service | Other | Customer | Revenue | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Service revenues as a percentage of total revenues | 4.60% | 5.60% | 4.80% | 5.00% |
Optical Services | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Total revenues | $ 0.9 | $ 2.7 | $ 3 | $ 8.5 |
Other | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Total revenues | $ 6.6 | $ 6.6 | $ 16.4 | $ 18.7 |
Organization and Summary of _10
Organization and Summary of Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Restricted invested assets included in other long-term assets | $ 0.3 | $ 0.3 |
Organization and Summary of _11
Organization and Summary of Accounting Policies - Accounts Receivable and Allowances for Contractual Adjustments and Doubtful Accounts (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Third-Party Medicaid settlement liability | $ 7.9 | $ 4.8 |
Optical products receivable | $ 9.2 | $ 8.5 |
Organization and Summary of _12
Organization and Summary of Accounting Policies - Rollforward of Goodwill and Information on Impairments (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | $ 3,382.8 |
Acquisitions, including post acquisition adjustments | 22.8 |
Goodwill, end of period | $ 3,405.6 |
Organization and Summary of _13
Organization and Summary of Accounting Policies - Schedule of Non-Controlling Interests - Redeemable (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Non-Controlling Interests - Redeemable [Roll Forward] | |
Beginning balance | $ 326.6 |
Net income attributable to non-controlling interests—redeemable | 24.1 |
Acquisition and disposal of shares of non-controlling interests, net—redeemable | (7.8) |
Distributions to non-controlling interest—redeemable holders | (28.4) |
Ending balance | $ 314.5 |
Organization and Summary of _14
Organization and Summary of Accounting Policies - Recent Accounting Pronouncements (Details) $ in Millions | Jan. 01, 2019USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cumulative effect of accounting change, adjustment to retained deficit | $ 18 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($)surgical_facility | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)surgical_facilityphysician_practice | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |||||
Payments for acquisitions, net of cash acquired | $ 13.8 | $ 55.2 | |||
Goodwill allocated | $ 3,405.6 | 3,405.6 | $ 3,382.8 | ||
Cash investments to acquire non-controlling interests | 15.2 | 0 | |||
Pretax gain recognized on sale | (0.6) | $ (12.6) | $ 7 | $ (15.9) | |
Surgical Facility | |||||
Business Acquisition [Line Items] | |||||
Number of businesses acquired | surgical_facility | 1 | ||||
Total aggregate consideration | $ 26.7 | ||||
Physician Practice | |||||
Business Acquisition [Line Items] | |||||
Number of businesses acquired | physician_practice | 1,000 | ||||
Surgical Facility and Physician Practice | |||||
Business Acquisition [Line Items] | |||||
Payments for acquisitions, net of cash acquired | $ 20.1 | ||||
Goodwill allocated | 22.8 | 22.8 | |||
Surgical Facility Services | Surgical Facility and Physician Practice | |||||
Business Acquisition [Line Items] | |||||
Goodwill allocated | 14.3 | 14.3 | |||
Ancillary Services | Surgical Facility and Physician Practice | |||||
Business Acquisition [Line Items] | |||||
Goodwill allocated | $ 8.5 | $ 8.5 | |||
Other Acquisitions, Noncontrolling Interest | |||||
Business Acquisition [Line Items] | |||||
Number of non-controlling interests acquired | surgical_facility | 4 | 4 | |||
Cash investments to acquire non-controlling interests | $ 14 | ||||
Disposed of by Sale | |||||
Business Acquisition [Line Items] | |||||
Pretax gain recognized on sale | $ 10.9 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Net assets acquired: | ||
Goodwill | $ 3,405.6 | $ 3,382.8 |
Surgical Facility and Physician Practice | ||
Business Acquisition [Line Items] | ||
Total consideration | 26.7 | |
Fair value of non-controlling interests | 8.3 | |
Acquisition date fair value | 35 | |
Net assets acquired: | ||
Current assets | 5 | |
Property and equipment | 1.8 | |
Goodwill | 22.8 | |
Other long-term assets | 37.7 | |
Current liabilities | (3.9) | |
Long-term debt, less current maturities | (0.2) | |
Other long-term liabilities | (28.2) | |
Aggregate acquisition date fair value | 35 | |
Surgical Facility | ||
Business Acquisition [Line Items] | ||
Fair value of non-controlling interests | 8.8 | |
Net assets acquired: | ||
Cash consideration to purchase remaining noncontrolling interest | $ 6.3 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Apr. 11, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Total lease obligations | $ 153.5 | $ 25.4 | |
Less: unamortized debt issuance costs | (10.8) | (2.9) | |
Total debt | 2,454.3 | 2,326.5 | |
Less: Current maturities | 51.3 | 55.6 | |
Total long-term debt | 2,403 | 2,270.9 | |
Unamortized fair value premium | 6.7 | ||
Secured Debt | Senior secured term loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | 1,437.2 | 1,447.9 | |
Unamortized fair value discount | $ (5.2) | (5.5) | |
Senior Notes | 8.875% senior unsecured notes due 2021 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 8.875% | ||
Long-term debt | $ 0 | 406.7 | |
Senior Notes | 6.750% senior unsecured notes due 2025 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 6.75% | ||
Long-term debt | $ 370 | 370 | |
Senior Notes | 10.000% senior unsecured notes due 2027 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 10.00% | 10.00% | |
Long-term debt | $ 430 | 0 | |
Notes payable and other secured loans | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 74.4 | $ 79.4 |
Long-Term Debt - Senior Unsecur
Long-Term Debt - Senior Unsecured Notes due 2027 (Details) - Senior Notes - Senior Unsecured Notes, Due 2027 - USD ($) | Apr. 11, 2019 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||
Stated interest rate | 10.00% | 10.00% |
Face value of debt issued | $ 430,000,000 | |
Percentage of debt principal redeemable | 40.00% | |
Debt issuance costs | $ 8,800,000 | |
Redemption Condition One | ||
Debt Instrument [Line Items] | ||
Redemption price of debt | 110.00% | |
Redemption Condition Two | ||
Debt Instrument [Line Items] | ||
Redemption price of debt | 100.00% | |
Redemption Condition Six | ||
Debt Instrument [Line Items] | ||
Redemption price of debt | 101.00% |
Long-Term Debt - Debt Redemptio
Long-Term Debt - Debt Redemption Schedule (Details) - Senior Notes - Senior Unsecured Notes, Due 2027 | Apr. 11, 2019 |
April 15, 2022 to April 14, 2023 | |
Debt Instrument [Line Items] | |
Redemption price of debt | 105.00% |
April 15, 2023 to April 14, 2024 | |
Debt Instrument [Line Items] | |
Redemption price of debt | 102.50% |
April 15, 2024 and thereafter | |
Debt Instrument [Line Items] | |
Redemption price of debt | 100.00% |
Long-Term Debt - Senior Unsec_2
Long-Term Debt - Senior Unsecured Notes due 2021 (Details) - USD ($) $ in Millions | Apr. 11, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Debt Instrument [Line Items] | |||||
Loss on debt extinguishment | $ 0 | $ 0 | $ 11.7 | $ 0 | |
Senior Notes | Senior Unsecured Notes, Due 2021 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 8.875% | 8.875% | |||
Redemption price of debt | 104.438% | ||||
Loss on debt extinguishment | $ 11.7 | $ 11.7 |
Long-Term Debt - Revolver (Deta
Long-Term Debt - Revolver (Details) - Secured Debt - 2017 Revolver Loan, Maturing 2022 - USD ($) | Sep. 30, 2019 | Apr. 11, 2019 | Dec. 31, 2018 |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Amount of line of credit outstanding | $ 0 | $ 45,000,000 | $ 0 |
Availability on line of credit instrument | 115,200,000 | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Availability on line of credit instrument | $ 4,800,000 |
Leases - Components of Right-of
Leases - Components of Right-of-us Assets and Liabilities Related to Leases (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2019USD ($)option_to_renew | Dec. 31, 2018USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Initial term of operating leases | 10 years | |
Number of options to renew operating leases | option_to_renew | 1 | |
Assets: | ||
Operating lease assets | $ 311.7 | $ 0 |
Finance lease assets | 147.2 | |
Total leased assets | 458.9 | |
Operating lease liabilities: | ||
Current | 35.8 | 0 |
Long-term | 281.4 | 0 |
Total operating lease liabilities | 317.2 | |
Finance lease liabilities: | ||
Current | 13.9 | 7 |
Long-term | 139.6 | 149.8 |
Total finance lease liabilities | 153.5 | $ 25.4 |
Total lease liabilities | $ 470.7 | |
Weighted-average remaining lease term, operating leases | 8 years 11 months 8 days | |
Weighted-average remaining lease term, finance leases | 12 years 8 months 16 days | |
Weighted-average discount rate, operating leases | 10.40% | |
Weighted-average discount rate, finance leases | 10.20% | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Typical term of finance leases | 5 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Typical term of finance leases | 7 years |
Leases - Lease Expense and Cash
Leases - Lease Expense and Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | $ 50.8 | |
Finance lease costs: | ||
Amortization of leased assets | 15.3 | |
Interest on lease liabilities | 10.9 | |
Total finance lease costs | 26.2 | |
Variable and short-term lease costs | 10.6 | |
Total lease costs | 87.6 | |
Operating cash outflows from operating leases | $ 48.7 | |
Operating cash outflows from finance leases | 10.9 | |
Financing cash outflows from finance leases | 9.4 | |
Right-of-use assets obtained in exchange for operating leases | 48 | |
Right-of-use assets obtained in exchange for finance leases | 9.1 | |
Physician Investors | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | $ 15.1 | |
Noncontrolling Interest | ||
Finance lease costs: | ||
Rent paid under finance lease agreement, allocated to principal and interest | $ 4.8 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Operating Leases | ||
2019 | $ 21.9 | |
2020 | 65.1 | |
2021 | 59.9 | |
2022 | 54.9 | |
2023 | 51.7 | |
Thereafter | 246.6 | |
Total lease payments | 500.1 | |
Less: imputed interest | (182.9) | |
Total lease obligations | 317.2 | |
Finance Leases | ||
2019 | 9.4 | |
2020 | 27.8 | |
2021 | 25.7 | |
2022 | 22.6 | |
2023 | 20.1 | |
Thereafter | 194.6 | |
Total lease payments | 300.2 | |
Less: imputed interest | (146.7) | |
Total lease obligations | $ 153.5 | $ 25.4 |
Leases - Maturities of Leases P
Leases - Maturities of Leases Prior to Adoption of 842 (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Operating Leases | ||
2019 | $ 81.5 | |
2020 | 75.6 | |
2021 | 66.7 | |
2022 | 61.3 | |
2023 | 57.2 | |
Thereafter | 470.2 | |
Total lease payments | 812.5 | |
Capital Leases | ||
2019 | 8.8 | |
2020 | 6.7 | |
2021 | 4.7 | |
2022 | 2.9 | |
2023 | 1.5 | |
Thereafter | 4.3 | |
Total lease payments | 28.9 | |
Less: imputed interest | (3.5) | |
Capital lease obligations | 25.4 | |
Current portion of finance lease | $ 13.9 | 7 |
Noncurrent portion of finance lease | $ 139.6 | $ 149.8 |
Redeemable Preferred Stock - Ad
Redeemable Preferred Stock - Additional Information (Details) - Series A Preferred Stock - USD ($) | Aug. 31, 2017 | Sep. 30, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | |||
Dividends payable | $ 0 | $ 0 | |
Cumulative preferred dividends | $ 60,100,000 | ||
Preferred dividends payable (in USD per share) | $ 194 | ||
Majority Shareholder | |||
Temporary Equity [Line Items] | |||
Stock issued during period (shares) | 310,000 | ||
Purchase price per share (in USD per share) | $ 1,000 | ||
Proceeds from issuance of preferred shares | $ 310,000,000 |
Redeemable Preferred Stock - Re
Redeemable Preferred Stock - Redeemable Preferred Stock Activity (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Beginning balance | $ 359.3 |
Ending balance | 385.7 |
Series A Preferred Stock | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Beginning balance | 359.3 |
Dividends accrued (there were no cash dividends declared) | 26.4 |
Ending balance | $ 385.7 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($)swap | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)swap | Sep. 30, 2018USD ($) | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Estimated reduction to interest expense | $ 14.2 | |||
Number of interest rate swaps | swap | 4 | 4 | ||
Loss recognized in OCI (effective portion) | $ 8.5 | $ 1.4 | $ 39.6 | $ 1.4 |
Loss reclassified from accumulated OCI to interest expense (effective portion) | 1.7 | $ 0 | 4.5 | $ 0 |
Interest Rate Swap One | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative notional amount | $ 1,200 | $ 1,200 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 15, 2017 | |
Numerator: | |||||
Net loss attributable to Surgery Partners, Inc. | $ (15,700,000) | $ (21,000,000) | $ (55,600,000) | $ (58,000,000) | |
Less: amounts allocated to participating securities | (9,100,000) | (8,200,000) | (26,400,000) | (23,900,000) | |
Net loss attributable to common stockholders | $ (24,800,000) | $ (29,200,000) | $ (82,000,000) | $ (81,900,000) | |
Denominator: | |||||
Weighted average shares outstanding- basic and diluted (shares) | 48,310,000 | 48,038,000 | 48,265,000 | 48,020,000 | |
Loss per share: | |||||
Basic and diluted (in USD per share) | $ (0.51) | $ (0.61) | $ (1.70) | $ (1.71) | |
Authorized share repurchase amount | $ 50,000,000 | ||||
Stock repurchased (shares) | 0 | 156,800 | |||
Average repurchase cost (in USD per share) | $ 12.64 | ||||
Remaining repurchase authorization available | $ 46,000,000 | $ 46,000,000 | |||
Stock options | |||||
Loss per share: | |||||
Antidilutive securities excluded from computation of (loss) per share (shares) | 0 | 145,000 | 0 | 154,000 | |
Restricted shares | |||||
Loss per share: | |||||
Antidilutive securities excluded from computation of (loss) per share (shares) | 10,000 | 134,000 | 24,000 | 141,000 |
Other Assets and Liabilities -
Other Assets and Liabilities - Other Long-term Assets (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Right-of-use operating lease assets | $ 311.7 | $ 0 |
Other | 32.4 | 36.9 |
Total | $ 344.1 | $ 36.9 |
Other Assets and Liabilities _2
Other Assets and Liabilities - Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued legal settlement | $ 42.3 | $ 42.3 |
Right-of-use operating lease liabilities | 35.8 | 0 |
Interest payable | 26.6 | 20.8 |
Amounts due to patients and payors | 18 | 20 |
Accrued expenses and other | 76.5 | 72.1 |
Total | $ 199.2 | $ 155.2 |
Other Assets and Liabilities _3
Other Assets and Liabilities - Other Long-Term Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Right-of-use operating lease liabilities | $ 281.4 | $ 0 |
Facility lease obligations | 0 | 149.8 |
Other | 144.9 | 121.5 |
Total | $ 426.3 | $ 271.3 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Guarantor Obligations [Line Items] | ||
Professional, general and workers' compensation insurance reserve | $ 19.5 | $ 18.2 |
Expected insurance recoveries | $ 11.8 | 12 |
Litigation related charge | 46 | |
Federal effective tax rate | 24.00% | |
Long-term tax receivable agreement liability | $ 68.2 | 64.6 |
Net long-term tax receivable agreement liability | 55.3 | 48.5 |
Current portion of tax liability | $ 8 | $ 7.6 |
Materially More Restrictive | LIBOR | ||
Guarantor Obligations [Line Items] | ||
Debt instrument, basis spread on variable rate | 5.00% | |
Not Materially More Restrictive | LIBOR | ||
Guarantor Obligations [Line Items] | ||
Debt instrument, basis spread on variable rate | 3.00% |
Segment Reporting - Revenues an
Segment Reporting - Revenues and Operating Income by Reportable Segment (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | |
Segment Reporting [Abstract] | ||||
Number of operating segments | segment | 3 | |||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 452,000,000 | $ 432,400,000 | $ 1,314,200,000 | $ 1,280,300,000 |
Adjusted EBITDA | 62,200,000 | 59,000,000 | 174,200,000 | 161,400,000 |
Net income attributable to non-controlling interests | 26,600,000 | 23,000,000 | 78,100,000 | 69,500,000 |
Depreciation and amortization | (18,400,000) | (17,000,000) | (56,300,000) | (49,400,000) |
Interest expense, net | (45,700,000) | (37,200,000) | (134,100,000) | (107,300,000) |
Equity-based compensation expense | (2,700,000) | (1,500,000) | (7,600,000) | (6,300,000) |
Transaction, integration and practice acquisition costs | (5,300,000) | (7,500,000) | (16,800,000) | (25,400,000) |
(Loss) gain on disposals and deconsolidations, net | (600,000) | (12,600,000) | 7,000,000 | (15,900,000) |
Litigation costs | (2,800,000) | 0 | (2,800,000) | 0 |
Loss on debt extinguishment | 0 | 0 | (11,700,000) | 0 |
Tax receivable agreement expense | 0 | 0 | (2,400,000) | 0 |
Contingent acquisition compensation expense | 0 | (500,000) | 0 | (1,500,000) |
Reserve adjustments | 0 | 2,100,000 | 0 | (2,700,000) |
Income before income taxes | 13,300,000 | 7,800,000 | 27,600,000 | 22,400,000 |
Transaction and integration costs | 3,400,000 | 7,100,000 | 11,600,000 | 23,800,000 |
Acquisition costs | 500,000 | 400,000 | 2,000,000 | 1,600,000 |
Start-up costs related to de novo surgical hospital | 1,400,000 | 0 | 3,200,000 | |
Operating Segments | Surgical Facility Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 431,100,000 | 410,200,000 | 1,250,900,000 | 1,211,500,000 |
Adjusted EBITDA | 77,100,000 | 74,500,000 | 223,900,000 | 216,500,000 |
Operating Segments | Ancillary Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 20,000,000 | 19,600,000 | 60,300,000 | 60,400,000 |
Adjusted EBITDA | 900,000 | 900,000 | 3,500,000 | 2,900,000 |
Operating Segments | Optical Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 900,000 | 2,600,000 | 3,000,000 | 8,400,000 |
Adjusted EBITDA | 400,000 | 600,000 | 1,300,000 | 2,100,000 |
All Other | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ (16,200,000) | $ (17,000,000) | $ (54,500,000) | $ (60,100,000) |
Segment Reporting - Assets and
Segment Reporting - Assets and Cash Purchases of Property and Equipment by Operating Segment (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Assets | $ 4,917.5 | $ 4,676.3 | |
Purchases of property and equipment, net | 50.2 | $ 26.6 | |
Operating Segments | Surgical Facility Services | |||
Segment Reporting Information [Line Items] | |||
Assets | 4,505.4 | 4,204.3 | |
Purchases of property and equipment, net | 42.8 | 21.6 | |
Operating Segments | Ancillary Services | |||
Segment Reporting Information [Line Items] | |||
Assets | 80.2 | 52.7 | |
Purchases of property and equipment, net | 0.5 | 0.3 | |
Operating Segments | Optical Services | |||
Segment Reporting Information [Line Items] | |||
Assets | 21.2 | 20.1 | |
All Other | |||
Segment Reporting Information [Line Items] | |||
Assets | 310.7 | $ 399.2 | |
Purchases of property and equipment, net | $ 6.9 | $ 4.7 |
Uncategorized Items - sgry-2019
Label | Element | Value |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 18,000,000 |