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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
Form 10-Q
_____________________________________
(Mark One)
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
or
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:  001-37576
From Presentation.jpg
Surgery Partners, Inc.
(Exact name of registrant as specified in its charter)
Delaware 47-3620923
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
340 Seven Springs Way, Suite 600
Brentwood, Tennessee
 37027
(Address of Principal Executive Offices)
(Zip Code)

(615) 234-5900
(Registrant’s telephone number, including area code)
_____________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareSGRYThe Nasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes    No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes   No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer ☒
 
Accelerated filer ☐
Non-accelerated filer ☐
 
Smaller reporting company 
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   No  
As of July 30, 2024, there were 127,123,940 shares of the registrant’s common stock outstanding.



SURGERY PARTNERS, INC.
FORM 10-Q
TABLE OF CONTENTS

Page


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
SURGERY PARTNERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except per share amounts)
(Unaudited)
June 30,
2024
December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents$213.5 $195.9 
Accounts receivable523.4 496.4 
Inventories80.9 75.2 
Prepaid expenses44.7 31.0 
Other current assets150.0 96.5 
Total current assets1,012.5 895.0 
Property and equipment, net of accumulated depreciation of $519.1 and $454.4, respectively
1,005.8 968.7 
Goodwill and other intangible assets, net4,858.5 4,380.8 
Investments in and advances to affiliates227.1 184.1 
Right-of-use operating lease assets266.9 255.3 
Long-term deferred tax assets81.8 89.5 
Other long-term assets36.0 103.3 
Total assets$7,488.6 $6,876.7 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$174.0 $171.8 
Accrued payroll and benefits63.1 73.8 
Other current liabilities222.3 204.1 
Current maturities of long-term debt92.4 73.3 
Total current liabilities551.8 523.0 
Long-term debt, less current maturities3,039.7 2,701.8 
Right-of-use operating lease liabilities257.6 248.9 
Other long-term liabilities21.1 41.1 
Non-controlling interests—redeemable442.1 327.4 
Stockholders' equity:
Preferred stock, $0.01 par value; shares authorized - 20,310,000; shares issued or outstanding - none
  
Common stock, $0.01 par value; shares authorized - 300,000,000; shares issued and outstanding - 127,123,940 and 126,593,727, respectively
1.3 1.3 
Additional paid-in capital2,511.1 2,497.6 
Accumulated other comprehensive income37.1 57.5 
Retained deficit(597.1)(569.2)
Total Surgery Partners, Inc. stockholders' equity1,952.4 1,987.2 
Non-controlling interests—non-redeemable1,223.9 1,047.3 
Total stockholders' equity3,176.3 3,034.5 
Total liabilities and stockholders' equity$7,488.6 $6,876.7 

See notes to unaudited condensed consolidated financial statements.
1

SURGERY PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, dollars in millions, except per share amounts; shares in thousands)
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenues$762.1 $667.6 $1,479.5 $1,333.8 
Operating expenses:
Salaries and benefits223.2 195.2 438.4 397.4 
Supplies199.7 182.2 388.5 370.6 
Professional and medical fees92.4 72.9 175.0 147.5 
Lease expense22.2 21.8 43.6 43.2 
Other operating expenses45.4 41.4 99.5 87.0 
Cost of revenues582.9 513.5 1,145.0 1,045.7 
General and administrative expenses40.3 31.2 73.5 63.2 
Depreciation and amortization34.8 24.4 68.5 58.1 
Transaction and integration costs19.3 12.0 36.7 24.5 
Net loss (gain) on disposals, consolidations and deconsolidations5.3 (8.8)6.8 1.7 
Equity in earnings of unconsolidated affiliates(4.4)(2.6)(7.1)(5.9)
Litigation settlements0.5 1.5 (1.3)4.5 
Loss on debt extinguishment5.1  5.1  
Other income, net(6.5)(1.2)(8.5)(2.0)
677.3 570.0 1,318.7 1,189.8 
Operating income84.8 97.6 160.8 144.0 
Interest expense, net(51.5)(47.7)(98.8)(94.5)
Income before income taxes33.3 49.9 62.0 49.5 
Income tax (expense) benefit(4.9)7.8 (9.3)9.4 
Net income28.4 57.7 52.7 58.9 
Less: Net income attributable to non-controlling interests(43.9)(38.8)(80.6)(64.9)
Net (loss) income attributable to Surgery Partners, Inc.$(15.5)$18.9 $(27.9)$(6.0)
Net (loss) income per share attributable to common stockholders:
Basic$(0.12)$0.15 $(0.22)$(0.05)
Diluted (1)
$(0.12)$0.15 $(0.22)$(0.05)
Weighted average common shares outstanding:
Basic126,134 125,718 126,053 125,463 
Diluted (1)
126,134 127,370 126,053 125,463 
(1)The impact of potentially dilutive securities for the three months ended June 30, 2024 and the six months ended June 30, 2024 and 2023 was not considered because the effect would be anti-dilutive.


See notes to unaudited condensed consolidated financial statements.
2

SURGERY PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, dollars in millions)
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net income$28.4 $57.7 $52.7 $58.9 
Other comprehensive (loss) income, net of tax:
Derivative activity, net of tax of $0
(14.9)13.9 (20.4)2.6 
Comprehensive income13.5 71.6 32.3 61.5 
Less: Comprehensive loss attributable to non-controlling interests(43.9)(38.8)(80.6)(64.9)
Comprehensive (loss) income attributable to Surgery Partners, Inc.$(30.4)$32.8 $(48.3)$(3.4)
See notes to unaudited condensed consolidated financial statements.
3

SURGERY PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited, dollars in millions, shares in thousands)
Common StockAdditional
Paid-in Capital
Accumulated Other Comprehensive Income (Loss)Retained DeficitNon-Controlling Interests—
Non-Redeemable
Total
SharesAmount
Balance as of December 31, 2022125,961$1.3 $2,478.0 $76.2 $(557.3)$942.7 $2,940.9 
Net (loss) income— — — (25.0)18.3 (6.7)
Equity-based compensation519— 3.7 — — — 3.7 
Other comprehensive loss— — (11.3)— — (11.3)
Acquisition and disposal of shares of non-controlling interests, net— (3.6)— — 49.7 46.1 
Distributions to non-controlling interests—non-redeemable holders— — — — (30.2)(30.2)
Balance as of March 31, 2023126,480$1.3 $2,478.1 $64.9 $(582.3)$980.5 $2,942.5 
Net income— — — 19.0 27.6 46.6 
Equity-based compensation13— 4.5 — — — 4.5 
Other comprehensive income— — 13.9 — — 13.9 
Acquisition and disposal of shares of non-controlling interests, net— 18.8 — — (19.7)(0.9)
Distributions to non-controlling interests—non-redeemable holders— — — — (23.8)(23.8)
Balance as of June 30, 2023126,493$1.3 $2,501.4 $78.8 $(563.3)$964.6 $2,982.8 
Balance as of December 31, 2023126,594$1.3 $2,497.6 $57.5 $(569.2)$1,047.3 $3,034.5 
Net (loss) income— — — (12.4)29.3 16.9 
Equity-based compensation508— 4.9 — — — 4.9 
Other comprehensive loss— — (5.5)— — (5.5)
Acquisition and disposal of shares of non-controlling interests, net— (6.9)— — 23.7 16.8 
Distributions to non-controlling interests—non-redeemable holders— — — — (29.7)(29.7)
Balance as of March 31, 2024127,102$1.3 $2,495.6 $52.0 $(581.6)$1,070.6 $3,037.9 
Net (loss) income— — — (15.5)35.5 20.0 
Equity-based compensation22— 15.1 — — — 15.1 
Other comprehensive loss— — (14.9)— — (14.9)
Acquisition and disposal of shares of non-controlling interests, net— 0.4 — — 147.4 147.8 
Distributions to non-controlling interests—non-redeemable holders— — — — (29.6)(29.6)
Balance as of June 30, 2024127,124$1.3 $2,511.1 $37.1 $(597.1)$1,223.9 $3,176.3 

See notes to unaudited condensed consolidated financial statements.

4

SURGERY PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, dollars in millions)
Six Months Ended June 30,
20242023
Cash flows from operating activities:
Net income$52.7 $58.9 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization68.5 58.1 
Non-cash lease expense18.7 17.9 
Non-cash interest expense, net3.1 13.1 
Equity-based compensation expense20.0 8.8 
Net loss on disposals, consolidations and deconsolidations6.8 1.7 
Loss on debt extinguishment5.1  
Deferred income taxes7.6 (11.5)
Equity in earnings of unconsolidated affiliates, net of distributions received0.2 (0.8)
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable(12.1)(5.1)
Medicare accelerated payments and deferred governmental grants (1.2)
Other operating assets and liabilities(47.1)(13.3)
Net cash provided by operating activities123.5 126.6 
Cash flows from investing activities:
Purchases of property and equipment(47.9)(50.1)
Payments for acquisitions, net of cash acquired(264.6)(43.5)
Proceeds from disposals of facilities and other assets1.5 26.1 
Purchases of equity investments(1.7)(48.4)
Proceeds from sales of equity investments4.0  
Other investing activities(18.5)(26.0)
Net cash used in investing activities(327.2)(141.9)
Cash flows from financing activities:
Principal payments on long-term debt(973.8)(31.5)
Borrowings of long-term debt1,295.4 26.5 
Payments of debt issuance costs(14.9)(1.4)
Distributions to non-controlling interest holders(80.7)(76.9)
Proceeds related to ownership transactions with non-controlling interest holders1.0 0.6 
Other financing activities(5.7)(7.5)
Net cash provided by (used in) financing activities221.3 (90.2)
Net increase (decrease) in cash and cash equivalents17.6 (105.5)
Cash and cash equivalents at beginning of period195.9 282.9 
Cash and cash equivalents at end of period$213.5 $177.4 

See notes to unaudited condensed consolidated financial statements.
5

SURGERY PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Summary of Accounting Policies
Organization
Surgery Partners, Inc., a Delaware corporation, acting through its subsidiaries, owns and operates a national network of surgical facilities and ancillary services. The surgical facilities, which include ambulatory surgery centers ("ASCs") and surgical hospitals, primarily provide non-emergency surgical procedures across many specialties, including orthopedics and pain management, gastroenterology, ophthalmology, and general surgery. The Company's surgical hospitals also provide services such as diagnostic imaging, laboratory, oncology, pharmacy, physical therapy and wound care. Ancillary services are comprised of multi-specialty physician practices, urgent care facilities and anesthesia services. Unless the context otherwise indicates, Surgery Partners, Inc. and its subsidiaries are referred to herein as "Surgery Partners," "we," "us," "our" or the "Company."
As of June 30, 2024, the Company owned or operated a portfolio of 167 surgical facilities, comprised of 148 ASCs and 19 surgical hospitals in 33 states. The Company owns these facilities in partnership with physicians and, in some cases, health care systems in the markets and communities it serves. The Company owned a majority interest in 92 of these surgical facilities and consolidated 127 surgical facilities for financial reporting purposes.
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for fair presentation of the Company's financial position and results of operations have been included. The Company’s fiscal year ends on December 31 and interim results are not necessarily indicative of results for a full year or any other interim period. The information contained in these condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Annual Report on Form 10-K"). Certain prior year amounts have been reclassified to conform with the current year presentation.
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as interests in partnerships and limited liability companies controlled by the Company through its ownership of a majority voting interest or other rights granted to the Company by contract to manage and control the affiliate's business. All significant intercompany balances and transactions are eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and footnotes. Examples include, but are not limited to, estimates of accounts receivable allowances, professional and general liabilities and the estimate of deferred tax assets or liabilities. Actual results could differ from those estimates.
Revenues
The Company's revenues generally relate to contracts with patients in which the performance obligations are to provide health care services. The Company recognizes revenues in the period in which its obligations to provide health care services are satisfied and reports the amount that reflects the consideration the Company expects to be entitled to receive. The contractual relationships with patients, in most cases, also involve a third-party payor (e.g., Medicare, Medicaid and private insurance organizations, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by or negotiated with the third-party payors. The payment arrangements with third-party payors for the services provided to the related patients typically specify payments at amounts less than the Company's standard charges. The Company continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals.
6

SURGERY PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents a summary of revenues by service type as a percentage of total revenues:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Patient service revenues:
Surgical Facility Services 94.0 %96.0 %94.5 %96.0 %
Ancillary Services4.1 %2.6 %3.8 %2.5 %
Total patient service revenues98.1 %98.6 %98.3 %98.5 %
Other service revenues1.9 %1.4 %1.7 %1.5 %
Total revenues100.0 %100.0 %100.0 %100.0 %
Patient service revenues.  This revenue is related to charging facility fees in exchange for providing patient care. The fee charged for health care procedures performed in surgical facilities varies depending on the type of service provided, but usually includes all charges for usage of an operating room, a recovery room, special equipment, medical supplies, nursing staff and medications. The fee does not normally include professional fees charged by the patient’s surgeon, anesthesiologist or other attending physician, which are billed directly by such physicians to the patient or third-party payor. However, in several surgical facilities, the Company charges for anesthesia services. Ancillary service revenues include fees for patient visits to the Company's physician practices, pharmacy services and diagnostic tests ordered by physicians.
Patient service revenues are recognized as performance obligations are satisfied. Performance obligations are based on the nature of services provided. Typically, the Company recognizes revenue at a point in time in which services are rendered and the Company has no obligation to provide further patient services. Because 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.
Several states utilize supplemental Medicaid reimbursement programs for the purpose of providing reimbursement to providers to increase base rates to the levels that Medicare would have paid for the same service or for payments that offset a portion of the cost of providing care to Medicaid and indigent patients. These programs are designed with input from the Centers for Medicare & Medicaid Services (“CMS”) and are funded with a combination of state and federal resources, including, in certain instances, fees or taxes levied on the providers. We account for payments under these supplemental programs as variable consideration and estimate the amount using the most likely amount method. Reimbursement under these programs, including the recognition of variable consideration, is reflected in patient service revenues. Taxes or other program-related costs are reflected in other operating expenses.
Other service revenues. Other service revenues include management and administrative service fees derived from the non-consolidated facilities that the Company accounts for under the equity method, management of surgical facilities in which it does not own an interest, and management services provided to physician practices for which the Company is not required to provide capital or additional assets and other non-patient services. The management 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.
7

SURGERY PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table sets forth patient service revenues by type of payor and as a percentage of total patient service revenues for the Company's consolidated surgical facilities (dollars in millions):
Three Months Ended June 30,
20242023
Amount%Amount%
Patient service revenues:
Private insurance$398.0 53.2 %$341.6 51.9 %
Government310.1 41.5 %278.2 42.3 %
Self-pay20.7 2.8 %17.1 2.6 %
Other (1)
19.3 2.5 %21.1 3.2 %
Total patient service revenues748.1 100.0 %658.0 100.0 %
Other service revenues14.0 9.6 
Total revenues$762.1 $667.6 
Six Months Ended June 30,
20242023
Amount%Amount%
Patient service revenues:
Private insurance$759.0 52.2 %$677.2 51.5 %
Government613.7 42.2 %566.0 43.1 %
Self-pay40.5 2.8 %32.7 2.5 %
Other (1)
40.2 2.8 %38.5 2.9 %
Total patient service revenues1,453.4 100.0 %1,314.4 100.0 %
Other service revenues26.1 19.4 
Total revenues$1,479.5 $1,333.8 
(1)Other is comprised of automobile liability, letters of protection and other payor types.
Accounts Receivable
Accounts receivable from third-party payors are recorded net of estimated implicit price concessions, which are estimated based on the historical trend of the Company's surgical hospitals’ cash collections and contractual write-offs, and for the Company's surgical facilities in general, established fee schedules, relationships with payors and procedure statistics. While changes in estimated reimbursement from third-party payors remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on its financial condition or results of operations.
Accounts receivable consists of receivables from federal and state agencies (under the Medicare and Medicaid programs), private insurance organizations, employers and patients. Management recognizes that revenues and receivables from government agencies are significant to the Company's operations, but it does not believe that there is significant credit risk associated with these government agencies. Concentration of credit risk with respect to other payors is limited because of the large number of such payors.
The Company recognizes that final reimbursement of accounts receivable is subject to final approval by each third-party payor. However, because the Company has contracts with its third-party payors and also verifies insurance coverage of the patient before medical services are rendered, the amounts that are pending approval from third-party payors are not considered significant. Amounts are classified outside of self-pay if the Company has an agreement with the third-party payor or has verified a patient’s coverage prior to services rendered. The Company's policy is to collect co-payments and deductibles prior to providing medical services. Patient services of the Company are primarily non-emergency, which allows the surgical facilities to control the procedures for which third-party reimbursement is sought and obtained. The Company does not require collateral from self-pay patients.
The Company's collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account. The Company analyzes accounts receivable at each of its surgical facilities to ensure the proper collection and aged category. Collection efforts include direct contact with third-party payors or patients, written correspondence and the use of legal or collection agency assistance, as required.
Income Taxes
The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected
8

SURGERY PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If a carryforward exists, the Company makes a determination as to whether the carryforward will be utilized in the future. A valuation allowance is established for certain carryforwards when their recoverability is deemed to be uncertain. The carrying value of the net deferred tax assets assumes that the Company will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If our expectations for future operating results on a consolidated basis or at the state jurisdiction level vary from actual results due to changes in health care regulations, general economic conditions, or other factors, we may need to adjust the valuation allowance, for all or a portion of our deferred tax assets. Our income tax expense in future periods will be reduced or increased to the extent of offsetting decreases or increases, respectively, in our valuation allowance in the period when the change in circumstances occurs. These changes could have a significant impact on our future earnings.
The Company and certain of its subsidiaries file a consolidated federal income tax return. The partnerships, limited liability companies, and certain non-consolidated physician practice corporations also file separate income tax returns. The Company's allocable portion of each partnership's and limited liability company's income or loss is included in taxable income of the Company. The remaining income or loss of each partnership and limited liability company is allocated to the other owners.
The Company's effective tax rate was 15.0% for the six months ended June 30, 2024 compared to (19.0)% for the six months ended June 30, 2023. For the six months ended June 30, 2024, the effective tax rate differed from the U.S. federal statutory rate of 21% primarily due to earnings attributable to non-controlling interests, an increase in the Company’s valuation allowance attributable to interest expense limitations, state tax expense, and a discrete tax expense of $0.6 million related to the vesting of restricted stock awards. For the six months ended June 30, 2023, the effective tax rate differed from the U.S. federal statutory rate of 21% primarily due to earnings attributable to non-controlling interests, an increase in the Company’s valuation allowance attributable to interest expense limitations, and discrete tax benefits of (i) $1.8 million related to the vesting of restricted stock awards and (ii) $15.9 million related to entity divestitures. Based upon the application of interim accounting guidance, the tax rate as a percentage of net income after income attributable to non-controlling interests will vary based upon the relative net income from period to period.
Goodwill
Goodwill represents the excess of the fair value of the consideration provided in an acquisition plus the fair value of any non-controlling interests over the fair value of net assets acquired and is not amortized. Additions to goodwill include amounts resulting from new business combinations and incremental ownership purchases in the Company's subsidiaries. A summary of the Company's acquisitions and disposals for the six months ended June 30, 2024 is included in Note 2. "Acquisitions and Disposals."
A summary of activity related to goodwill for the six months ended June 30, 2024 is as follows (in millions):
Balance at December 31, 2023$4,326.0 
Acquisitions, including post acquisition adjustments486.3 
Disposals(6.0)
Balance at June 30, 2024$4,806.3 
A detailed evaluation of potential impairment indicators was performed as of June 30, 2024, which specifically considered recent increases in interest rates, inflation risk and market volatility. On the basis of available evidence as of June 30, 2024, no indicators of impairment were identified. Future estimates of fair value could be adversely affected if the actual outcome of one or more of the Company's assumptions changes materially in the future, including a material decline in the Company’s stock price and the fair value of its long-term debt, lower than expected surgical case volumes, higher market interest rates or increased operating costs. Such changes impacting the calculation of fair value could result in a material impairment charge in the future.
Derivative Instruments and Hedging Activities
The Company records all derivatives on the balance sheet at fair value and any financing elements treated as debt instruments are recorded at amortized cost. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks, 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.
9

SURGERY PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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. Management believes the likelihood of an event occurring that would trigger such purchases was remote as of June 30, 2024. The non-controlling interestsredeemable are reported outside of stockholders' equity in the condensed consolidated balance sheets.
A summary of activity related to redeemable non-controlling interests is as follows (in millions):
Six Months Ended June 30,
20242023
Balance at beginning of period$327.4 $342.0 
Net income attributable to non-controlling interests—redeemable15.8 19.0 
Acquisition and disposal of shares of non-controlling interests, net—redeemable120.3 (10.0)
Distributions to non-controlling interest —redeemable holders(21.4)(22.9)
Balance at end of period$442.1 $328.1 
Fair Value of Financial Instruments
The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants to sell the asset or transfer the liability. The Company uses fair value measurements based on inputs classified into the following hierarchy:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These may include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, depending on the nature of the item being valued.
The carrying amounts reported in the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable 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 AmountFair Value
June 30,
2024
December 31,
2023
June 30,
2024
December 31,
2023
Senior secured term loan$1,398.5 $1,398.4 $1,402.0 $1,401.9 
6.750% senior unsecured notes due 2025
$ $185.0 $ $183.2 
10.000% senior unsecured notes due 2027
$ $320.0 $ $321.2 
7.250% senior unsecured notes due 2032
$800.0 $ $808.0 $ 
The fair values in the table above were based on Level 2 inputs using quoted prices for identical liabilities in inactive markets. The carrying amounts related to the Company's other long-term debt obligations, including finance lease obligations, approximate their fair values based on Level 3 inputs.
Variable Interest Entities
The condensed consolidated financial statements include the accounts of variable interest entities ("VIE") in which the Company is the primary beneficiary under the provisions of the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification 810, "Consolidation". The Company has the power to direct the activities that most significantly impact a VIE's economic performance. Additionally, the Company would absorb the majority of the expected losses from any of these entities should such expected losses occur. As of June 30, 2024, the Company's consolidated VIEs consisted of nine surgical facilities, eighteen physician practices, and one anesthesia practice.
10

SURGERY PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The total assets (excluding goodwill and intangible assets, net) of the consolidated VIEs included in the accompanying condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, were $71.9 million and $65.3 million, respectively, and the total liabilities of the consolidated VIEs were $43.0 million and $41.2 million, respectively.
Recent Accounting Pronouncements
In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which requires enhanced disclosures of significant segment expenses. The ASU is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The amendments in this ASU must be applied retrospectively to all periods presented and early adoption is permitted. The Company is evaluating the impact of this ASU on its condensed consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which establishes new requirements for the categorization and disaggregation of information in the rate reconciliation as well as for disaggregation of income taxes paid. The ASU is effective for annual periods beginning after December 15, 2024 and interim periods beginning after December 15, 2025. The amendments in this ASU may be applied prospectively or retrospectively to all periods presented and early adoption is permitted. The Company is evaluating the impact of this ASU on its condensed consolidated financial statements.
2. Acquisitions, Disposals and Deconsolidations
Acquisitions
During the six months ended June 30, 2024:
The Company acquired a controlling interest in six surgical facilities and several physician practices for aggregate cash consideration of $264.6 million, net of cash acquired, and non-cash consideration of $1.1 million, which consisted of a non-controlling interest in one of the Company's existing surgical facilities. In connection with these acquisitions, the Company preliminarily recognized non-controlling interests of $290.7 million, goodwill of $483.0 million and investments and advances to affiliates of $44.6 million related to an acquired surgical facility accounted for as an equity method investment.
During the six months ended June 30, 2023:
The Company acquired a controlling interest in one surgical facility and one physician practice for aggregate cash consideration of $17.9 million, net of cash acquired and non-cash consideration of $1.3 million, which consisted of non-controlling interest in one of the Company's existing surgical facilities. In connection with these acquisitions, the Company preliminarily recognized non-controlling interests of $12.0 million and goodwill of $27.4 million.
The Company acquired a controlling interest in two surgical facilities, which were previously accounted for as equity method investments, for aggregate cash consideration of $26.9 million, net of cash acquired. The Company also amended the operating agreement of a previously non-controlled surgical facility resulting in the Company obtaining a controlling interest in the facility. These transactions resulted in the consolidation of the previously non-consolidated entities. The previously held non-controlling interests were remeasured and recorded at fair value as of the dates of the transactions. The fair value measurement utilizes Level 3 inputs, which includes unobservable data. The acquisition date fair value of the previously held non-controlling interests was $27.3 million. As a result of increasing its ownership interest, the Company recognized a net loss of $7.1 million included in net loss on disposals, consolidations and deconsolidations in the condensed consolidated statements of operations for the six months ended June 30, 2023. The net loss was determined based on the difference between the fair value of the Company's previously held non-controlling interests in the entities and the carrying values immediately prior to the transactions. In connection with the consolidation of these facilities, the Company preliminarily recognized non-controlling interests of $55.2 million and goodwill of $106.3 million.
The Company acquired non-controlling interests in four surgical facilities and two in-development de novo surgical facilities for aggregate cash consideration of $48.4 million. The non-controlling interests were accounted for as equity method investments and recorded as a component of investments in and advances to affiliates in the condensed consolidated balance sheets. The Company also paid cash consideration of $20.0 million to acquire management rights from the prior management service provider related to three of the aforementioned surgical facilities. Management rights agreements are accounted for and recorded as a component of intangibles assets, net in the accompanying condensed consolidated balance sheets. The cash paid to acquire the management rights is presented as a component of other investing activities on the condensed consolidated statements of cash flows.
Disposals and Deconsolidations
During the six months ended June 30, 2024:
The Company disposed of its non-controlling interests in one surgical facility, which was previously accounted for as an equity method investment, for cash proceeds of $2.0 million. In connection with this transaction, the Company recognized a pre-tax loss of $3.7 million, which is included in net loss on disposals, consolidations and deconsolidations in the accompanying condensed consolidated statements of operations for the six months ended June 30, 2024.
11

SURGERY PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company sold a portion of its interests in one surgical facility for net cash proceeds of $2.5 million. As a result of the transaction, the Company lost control of the previously controlled surgical facility but retains a non-controlling interest, resulting in the deconsolidation of the previously consolidated entity. This transaction resulted in a pretax net gain on deconsolidation of $2.7 million, which is included in net loss on disposals, consolidations and deconsolidations in the accompanying condensed consolidated statements of operations for the six months ended June 30, 2024. The net gain was determined based on the difference between the net cash proceeds plus the fair value of the Company’s retained interests in the entity and the carrying values of both the tangible and intangible assets of the entity immediately prior to the transaction.
During the six months ended June 30, 2023:
The Company sold its interests in four surgical facilities for aggregate net cash proceeds of $30.4 million, a portion of which was held in escrow pursuant to the purchase agreements for such transactions. In connection with these transactions, the Company recognized a pre-tax gain of $26.7 million included in net loss on disposals, consolidations and deconsolidations in the condensed consolidated statements of operations for the six months ended June 30, 2023.
The Company disposed of its non-controlling interests in a surgical facility and an in-development de novo surgical facility, which were previously accounted for as equity method investments, for cash proceeds of $1.5 million. In connection with these transactions, the Company recognized a pre-tax loss of $13.7 million included in net loss on disposals, consolidations and deconsolidations in the condensed consolidated statements of operations for the six months ended June 30, 2023.
3. Long-Term Debt
A summary of long-term debt follows (in millions):
June 30,
2024
December 31,
2023
Senior secured term loan (1)
$1,398.5 $1,398.4 
Senior secured revolving credit facility46.0  
6.750% senior unsecured notes due 2025
 185.0 
10.000% senior unsecured notes due 2027
 320.0 
7.250% senior unsecured notes due 2032
800.0  
Notes payable and other secured loans210.0 205.2 
Finance lease obligations712.6 693.6 
Less: unamortized debt issuance costs and discounts(35.0)(27.1)
Total debt3,132.1 2,775.1 
Less: current maturities92.4 73.3 
Total long-term debt$3,039.7 $2,701.8 
(1)Includes unamortized fair value discount of $1.5 million and $1.6 million as of June 30, 2024 and December 31, 2023, respectively.
Revolving Credit Facility
As of June 30, 2024, the Company's availability on its $703.8 million senior secured revolving credit facility (the "Revolver") was $647.8 million (including letters of credit of $10.0 million). The increase in outstanding borrowings on the Revolver, was primarily due to the timing of acquisitions completed during the first quarter of 2024.
7.250% Senior Unsecured Notes Due 2032
On April 10, 2024, the Company completed the issuance and sale of $800.0 million in aggregate principal amount of senior unsecured notes due 2032 (the "2032 Notes"). The 2032 Notes were issued pursuant to an Indenture dated April 10, 2024 by and among Surgery Center Holdings, Inc., certain subsidiaries of Surgery Center Holdings, Inc., as guarantors, and Wilmington Trust, National Association, as trustee. The 2032 Notes bear interest at an annual rate of 7.250% per year, payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2024. Proceeds from the sale of the 2032 Notes were used (i) to redeem all of the outstanding 6.750% senior unsecured notes due 2025 (the "2025 Notes") and the 10.000% senior unsecured notes due 2027 (the "2027 Notes," together with the 2025 Notes, the "Existing Notes"), (ii) to pay accrued interest on the Existing Notes through, but not including, April 25, 2024, (iii) to pay related fees and expenses in connection with the offering of the 2032 Notes and redemption of the Existing Notes and (iv) for general corporate purposes, including to fund future acquisitions.
12

SURGERY PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
First Amendment to Credit Agreement
On June 20, 2024, the Company entered into a first amendment (the "Amendment") to its credit agreement, dated as of December 19, 2023, by and among Surgery Center Holdings, Inc., the Borrower, Jefferies Finance LLC, as administrative agent and collateral agent, and the other financial institutions party thereto from time to time (the "Credit Agreement") to provide for a new tranche of term loans under the Credit Agreement in an aggregate principal amount of $1,400 million (the “2024 Refinancing Term Loans”), which 2024 Refinancing Term Loans replace or refinance in full all of the existing term loans outstanding under the Credit Agreement (as in effect immediately prior to the Amendment), all as further set forth in the Amendment. The 2024 Refinancing Term Loans mature on December 19, 2030. The 2024 Refinancing Term Loans shall bear interest at a rate per annum equal to (x) the forward-looking term rate based on Secured Overnight Financing Rate (“Term SOFR”) plus 2.75% per annum or (y) an alternate base rate (which will be the highest of (i) the prime rate plus 0.5% per annum above the federal funds effective rate and (ii) Term SOFR plus 1.00% per annum (which shall not be less than 1.00%)) plus 1.75% per annum. The 2024 Refinancing Term Loans amortize in equal quarterly installments of 0.25% of the aggregate original principal amount of the 2024 Refinancing Term Loans (such amortization payments will commence on or around the last business day of the fiscal quarter ending June 30, 2024). Voluntary prepayments of the 2024 Refinancing Term Loans are permitted, in whole or in part, with prior notice, without premium or penalty (except a 1.00% call premium in the case of certain repricing events occurring prior to the sixth month anniversary of the Amendment Effective Date).
In connection with the Amendment, the Company recorded debt issuance costs and discount of $2.4 million, and a debt extinguishment loss of $5.1 million which is included in loss on debt extinguishment in the accompanying condensed consolidated statement of operations for the three and six months ended June 30, 2024. The loss on debt extinguishment includes the partial write-off of unamortized debt issuance costs and discounts.

4. Leases
The Company's operating leases are primarily for real estate, including medical office buildings, and corporate and other administrative offices. The Company's finance leases are primarily for medical equipment and information technology and telecommunications assets.
The following table presents the components of the Company's right-of-use assets and liabilities related to leases and their classification in the condensed consolidated balance sheets (in millions):
Classification in Condensed Consolidated Balance SheetsJune 30, 2024December 31, 2023
Assets:
Operating lease assetsRight-of-use operating lease assets$266.9 $255.3 
Finance lease assetsProperty and equipment, net of accumulated depreciation594.6 587.0 
Total leased assets$861.5 $842.3 
Liabilities:
Operating lease liabilities:
CurrentOther current liabilities$39.3 $37.6 
Long-termRight-of-use operating lease liabilities257.6 248.9 
Total operating lease liabilities296.9 286.5 
Finance lease liabilities:
CurrentCurrent maturities of long-term debt28.5 25.4 
Long-termLong-term debt, less current maturities684.1 668.2 
Total finance lease liabilities712.6 693.6 
Total lease liabilities$1,009.5 $980.1 
13

SURGERY PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents the components of the Company's lease expense and their classification in the condensed consolidated statements of operations (in millions):
Six Months Ended June 30,
20242023
Operating lease costs$32.3 $33.2 
Finance lease costs:
Amortization of leased assets23.6 18.3 
Interest on lease liabilities26.7 23.8 
Total finance lease costs50.3 42.1 
Variable and short-term lease costs11.8 10.4 
Total lease costs$94.4 $85.7 
The following table presents supplemental cash flow information (in millions):
Six Months Ended June 30,
20242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases$31.3 $32.2 
Operating cash outflows from finance leases$25.4 $22.6 
Financing cash outflows from finance leases$15.4 $12.6 
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$38.0 $15.1 
Finance leases$21.2 $23.6 
5. Derivatives and Hedging Activities
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. During 2024 and 2023, such derivatives have been used to hedge the variable cash flows associated with existing variable-rate debt.
The key terms of interest rate swaps and interest rate caps outstanding are presented below:
June 30, 2024December 31, 2023
DescriptionEffective DateNotional Amount (in millions)StatusNotional Amount (in millions)StatusMaturity Date
Pay-fixed swapMay 7, 2021$435.0 Active$435.0 ActiveMarch 31, 2025
Pay-fixed swapMay 7, 2021330.0 Active330.0 ActiveMarch 31, 2025
Pay-fixed swapMay 7, 2021435.0 Active435.0 ActiveMarch 31, 2025
Interest rate capSeptember 30, 2021147.5 Active151.4 ActiveMarch 31, 2025
Interest rate capSeptember 30, 20218.4 Active8.7 ActiveMarch 31, 2025
Deferred premium capMarch 31, 2025396.0 Active N/ADecember 31, 2028
Deferred premium capMarch 31, 2025198.0 Active N/ADecember 31, 2028
Deferred premium capMarch 31, 2025396.0 Active N/ADecember 31, 2028
Deferred premium capMarch 31, 2025198.0 Active N/ADecember 31, 2028
Deferred premium capMarch 31, 2025198.0 Active N/ADecember 31, 2028
$2,741.9 $1,360.1 
As of June 30, 2024, the Company had three interest rate swaps with a total net notional amount of $1.2 billion. The interest rate swaps are pay-fixed, receive 1-Month Secured Overnight Financing Rate ("SOFR") (subject to a minimum of 0.75%) designated in cash flow hedging relationships and have a termination date of March 31, 2025.
14

SURGERY PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As of June 30, 2024, the Company had two interest rate caps designated in cash flow hedging relationships with a total notional amount of $155.9 million. The interest rate caps each have a termination date of March 31, 2025. During the six months ended June 30, 2023, the Company partially terminated a previously undesignated portion of one of its interest rate caps. In connection with the termination, the Company received $8.6 million, which is included as a component of operating activities in the condensed consolidated statements of cash flows for the six months ended June 30, 2023.
On April 9, 2024, the Company entered into five deferred premium interest rate cap agreements, each with an effective date of March 31, 2025. The interest rate caps are designated in cash flow hedging relationships with a total notional amount of $1.4 billion. The deferred premium interest rate caps each have a termination date of December 31, 2028. These financial instruments are designed to limit the Company's interest rate exposure on its term loan concurrent with the expected maturity of positions held as of June 30, 2024. As of June 30, 2024, the Company's deferred premium interest rate caps had a total notional amount of $1.4 billion.
The pay-fixed, receive floating interest rate swaps did not meet the requirements to be considered derivatives in their entirety as a result of the financing component. Accordingly, the swaps are considered hybrid instruments, consisting of a financing element treated as a debt instrument and an embedded at-market derivative that was designated as a cash flow hedge.
Within the Company’s condensed consolidated balance sheets, the financing elements treated as debt instruments described above are carried at amortized cost and the embedded at-market derivatives are recorded at fair value. The cash flows related to the portion treated as debt are classified as financing activities in the condensed consolidated statements of cash flows while the portion treated as an at-market derivative are classified as operating activities. Within the Company’s condensed consolidated balance sheets, the interest rate caps are recorded at fair value. The cash flows related to the interest rate caps are classified as operating activities in the condensed consolidated statements of cash flows.
The Company's interest rate swap agreements, excluding the portion treated as debt, are recognized at fair value in the condensed consolidated balance sheets and are valued using pricing models that rely on market observable inputs such as yield curve data, which are classified as Level 2 inputs within the fair value hierarchy. The fair value of the interest rate caps is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the caps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The interest rate caps are classified using Level 2 inputs within the fair value hierarchy.
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income ("OCI") and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings, as documented at hedge inception in accordance with the Company’s accounting policy election. Amounts reported in accumulated OCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Over the next 12 months, the Company estimates that an additional $39.1 million will be reclassified as a decrease to interest expense.
The following table presents the fair values of our derivatives and their location on the condensed consolidated balance sheets (in millions):
June 30, 2024December 31, 2023
AssetsLiabilitiesAssetsLiabilities
Derivatives in cash flow hedging relationships
Interest rate caps (1)
$4.2 $— $6.0 $— 
Interest rate swaps (1)
36.1 — 51.4 — 
Interest rate caps— 3.4 —  
Interest rate swaps (2) (3)
— 10.7 — 17.8 
Total$40.3 $14.1 $57.4 $17.8 
(1)Amounts were included in other current assets and other long-term assets on the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively.
(2)Amounts related to the financing component of the pay-fixed interest rate swaps.
(3)Amounts were included in other current liabilities and other long-term liabilities on the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively.
15

SURGERY PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents the pre-tax effect of the interest rate swaps and caps on the Company's accumulated OCI and condensed consolidated statements of operations (in millions):
Three Months Ended June 30,Six Months Ended June 30,
Location2024202320242023
Derivatives not designated as hedging instruments
Loss recognized in incomeOther income, net$ $ $ $0.6 
Derivatives in cash flow hedging relationships
Gain (loss) recognized in OCI (effective portion)$(0.1)$21.9 $9.1 $16.7 
Gain reclassified from accumulated OCI into income (effective portion) (1)
Interest expense, net$(14.8)$(8.0)$(29.5)$(14.1)
(1)Includes amortization of accumulated OCI related to de-designated and terminated interest rate swaps of $5.3 million and $10.7 million for the three and six months ended June 30, 2023, respectively. There were no corresponding amounts for the three and six months ended June 30, 2024.
6. Earnings Per Share
Basic and diluted earnings (loss) per share are calculated based on the weighted-average number of shares outstanding in each period and dilutive stock options, unvested shares and warrants, to the extent such securities exist and have a dilutive effect on earnings per share. A reconciliation of the numerator and denominator of basic and diluted earnings per share follows (dollars in millions, except per share amounts; shares in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Numerator:
Net (loss) income attributable to Surgery Partners, Inc.$(15.5)$18.9 $(27.9)$(6.0)
Denominator:
Weighted average common shares outstanding:
Basic126,134 125,718 126,053 125,463 
Diluted (1)
126,134 127,370 126,053 125,463 
Net loss per share attributable to common stockholders:
Basic$(0.12)$0.15 $(0.22)$(0.05)
Diluted (1)
$(0.12)$0.15 $(0.22)$(0.05)
Dilutive securities outstanding not included in the computation of diluted loss per share as their effect is antidilutive:
Stock options1,052  1,152 1,407 
Restricted shares110  154 147 
(1)The impact of potentially dilutive securities for the three months ended June 30, 2024 and the six months ended June 30, 2024 and 2023 was not considered because the effect would be anti-dilutive.
16

SURGERY PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
7. Other Current Liabilities
A summary of other current liabilities was as follows (in millions):
June 30,
2024
December 31, 2023
Right-of-use operating lease liabilities$39.3 $37.6 
Cost report liabilities21.3 23.9 
Amounts due to patients and payors30.0 23.9 
Interest payable16.7 17.8 
Interest rate swaps10.7  
Accrued expenses and other104.3 100.9 
Total$222.3 $204.1 
8. Commitments and Contingencies
Professional, General and Workers' Compensation, and Cyber Liability Risks
The Company is subject to claims and legal actions in the ordinary course of business, including claims relating to patient treatment, employment practices and personal injuries. The Company maintains professional, general and workers' compensation and cyber liability insurance in excess of self-insured retentions, through third party commercial insurance carriers. Although management believes the coverage is sufficient for the Company's operations, some claims may potentially exceed the scope of coverage in effect. Plaintiffs in these matters may request punitive or other damages that may not be covered by insurance. The Company is not aware of any such proceedings that are reasonably possible to have a material adverse effect on the Company's business, financial position, results of operations or liquidity. Total professional, general and workers' compensation claim liabilities as of June 30, 2024 and December 31, 2023 were $18.3 million and $18.2 million, respectively. Expected insurance recoveries of $10.2 million as of both June 30, 2024 and December 31, 2023 are included as a component of other current assets and other long-term assets in the condensed consolidated balance sheets.
17

SURGERY PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
9. Segment Reporting
The Company currently operates in two major lines of business that are also the Company's reportable operating segments - the operation of surgical facilities and the operation of ancillary services. The Surgical Facility Services segment includes the operation of ASCs, surgical hospitals and anesthesia services. The Ancillary Services segment consists of multi-specialty physician practices. The "All other" line item primarily consists of amounts attributable to the Company's corporate general and administrative functions.
The following tables present financial information for each reportable segment (in millions):
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenues:
Surgical Facility Services$730.4 $650.2 $1,423.1 $1,299.2 
Ancillary Services31.7 17.4 56.4 34.6 
Total$762.1 $667.6 $1,479.5 $1,333.8 
Adjusted EBITDA:
Surgical Facility Services$143.0 $126.7 $269.7 $245.5 
Ancillary Services0.1 (0.1)(1.3)(1.5)
All other(24.8)(26.4)(52.6)(53.7)
Total$118.3 $100.2 $215.8 $190.3 
Reconciliation of Adjusted EBITDA:
Income before income taxes$33.3 $49.9 $62.0 $49.5 
Net income attributable to non-controlling interests(43.9)(38.8)(80.6)(64.9)
Interest expense, net51.5 47.7 98.8 94.5 
Depreciation and amortization34.8 24.4 68.5 58.1 
Equity-based compensation expense15.1 4.6 20.0 8.8 
Transaction, integration and acquisition costs (1)
20.8 13.0 39.7 25.8 
Net loss (gain) on disposals, consolidations and deconsolidations5.3 (8.8)6.8 1.7 
Litigation settlements and regulatory change impact (2)
1.1 1.7 (0.1)9.7 
Loss on debt extinguishment5.1  5.1  
Undesignated derivative activity   0.6 
Other (3)
(4.8)6.5 (4.4)6.5 
Adjusted EBITDA$118.3 $100.2 $215.8 $190.3 
(1)This amount includes transaction and integration costs of $19.3 million and $12.0 million for the three months ended June 30, 2024 and 2023, respectively. This amount further includes start-up costs related to de novo surgical facilities of $1.5 million and $1.0 million for the three months ended June 30, 2024 and 2023, respectively.
This amount includes transaction and integration costs of $36.7 million and $24.5 million for the six months ended June 30, 2024 and 2023, respectively. This amount further includes start-up costs related to de novo surgical facilities of $3.0 million and $1.3 million for the six months ended June 30, 2024 and 2023, respectively.
(2)This amount includes a litigation settlement loss of $0.5 million and $1.5 million for the three months ended June 30, 2024 and 2023, respectively. This amount also includes other litigation costs of $0.6 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively.
This amount includes a litigation settlements gain of $1.3 million and a loss of $4.5 million for the six months ended June 30, 2024 and 2023, respectively. This amount also includes other litigation costs of $1.2 million and $0.8 million for the six months ended June 30, 2024 and 2023, respectively. Additionally, the six months ended June 30, 2023 includes $4.4 million related to the impact of recent changes in Florida law regarding the use of letters of protection.
(3)For the three and six months ended June 30, 2024, this amount includes insurance proceeds related to cyber event losses predominantly incurred in 2023. For the three and six months ended June 30, 2023, this amount includes estimates for the net impact of the same cyber event and losses from a divested business.
18

SURGERY PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30,
2024
December 31, 2023
Assets:
Surgical Facility Services$6,874.7 $6,347.4 
Ancillary Services68.1 36.3 
All other545.8 493.0 
Total assets$7,488.6 $6,876.7 
Six Months Ended June 30,
20242023
Cash purchases of property and equipment:
Surgical Facility Services$39.1 $49.5 
Ancillary Services1.3 0.6 
All other7.5  
Total cash purchases of property and equipment$47.9 $50.1 
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this report and our 2023 Annual Report on Form 10-K. Unless the context otherwise indicates, the terms "Surgery Partners," "we," "us," "our" or the "Company," as used herein, refer to Surgery Partners, Inc. and its subsidiaries, and the term "affiliates" means direct and indirect subsidiaries of Surgery Partners, Inc. and partnerships and joint ventures in which such subsidiaries are partners. The terms "facilities" or "hospitals" refer to entities owned and operated by affiliates of Surgery Partners, Inc. and the term "employees" refers to employees of affiliates of Surgery Partners, Inc.
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements, which are based on our current expectations, estimates and assumptions about future events. All statements other than statements of current or historical fact contained in this report are forward-looking statements. These statements include, but are not limited to, statements regarding our future financial position, business strategy, budgets, effective tax rate, projected costs and plans and objectives of management for future operations. The words "projections," "believe," "continue," "drive," "estimate," "expect," "intend," "may," "plan," "will," "could," "would" and similar expressions are generally intended to identify forward-looking statements.
By their nature, forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ from the expectations expressed in the statements. Many of these factors are beyond our ability to control or predict. These factors include, without limitation, reductions in payments from government health care programs and private insurance payors, such as health maintenance organizations, preferred provider organizations, and other managed care organizations and employers; our ability to contract with private insurance payors; changes in our payor mix or surgical case mix; failure to maintain or develop relationships with physicians on beneficial or favorable terms, or at all; the impact of payor controls designed to reduce the number of surgical procedures; our efforts to integrate operations of acquired businesses and surgical facilities, attract new physician partners, or acquire additional surgical facilities; supply chain issues, including shortages or quality control issues with surgery-related products, equipment and medical supplies; competition for physicians, nurses, strategic relationships, acquisitions and managed care contracts; our ability to attract and retain qualified health care professionals; our ability to enforce non-compete restrictions against our physicians; our ability to manage material liabilities whether known or unknown incurred as a result of acquiring surgical facilities; the impact of future legislation and other health care regulatory reform actions, and the effect of that legislation and other regulatory actions on our business; our ability to comply with current health care laws and regulations; the outcome of legal and regulatory proceedings that have been or may be brought against us; the impact of cybersecurity attacks or intrusions; changes in the regulatory, economic and other conditions of the states where our surgical facilities are located; our indebtedness; the social and economic impact of a pandemic, epidemic or outbreak of a contagious disease, such as COVID-19, on our business.; and the risks and uncertainties set forth under the heading "Risk Factors" in our 2023 Annual Report on Form 10-K and discussed from time to time in our reports filed with the SEC.
Considering these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this report.
These forward-looking statements speak only as of the date made. Other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise.
Executive Overview
As of June 30, 2024, we owned or operated, primarily in partnership with physicians, a portfolio of 167 surgical facilities comprised of 148 ASCs and 19 surgical hospitals across 33 states. We owned a majority interest in 92 of the surgical facilities and consolidated 127 of these facilities for financial reporting purposes.
Total revenues for the second quarter of 2024 increased 14.2% to $762.1 million from $667.6 million for the second quarter of 2023. The increase in revenues was attributable to same-facility revenue growth and the net impact from acquisitions and divestitures completed during the twelve months ended June 30, 2024. Days adjusted same-facility revenues for the second quarter of 2024 increased 9.9% from the second quarter of 2023, with an 5.7% increase in revenue per case and a 3.9% increase in same-facility cases. Additionally, for the second quarter of 2024, Adjusted EBITDA increased 18.1% to $118.3 million compared to $100.2 million for the same period in 2023. The increase in Adjusted EBITDA was primarily attributable to revenue growth, continued cost management initiatives and acquisitions completed since the prior year period. For the second quarter of 2024, net loss attributable to common stockholders was $15.5 million compared to net income attributable to common stockholders of $18.9 million for the same period in 2023. A reconciliation of non-GAAP financial measures appears below under the heading "Certain Non-GAAP Measures."
We continue to focus on improving our same-facility performance, selectively acquiring established facilities, developing new facilities and other portfolio management initiatives. During the second quarter of 2024, we completed the following:
We acquired a controlling interest in six surgical facilities and several physician practices for aggregate cash consideration of $264.6 million, net of cash acquired, and non-cash consideration of $1.1 million.
We sold a non-controlling interest in a surgical facility for net cash proceeds of $2.0 million.
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We sold a portion of our interests in a surgical facility for net cash proceeds of $2.5 million. In connection with this transaction, we no longer hold a controlling interest in the surgical facility but did retain a non-controlling interest, which resulted in the deconsolidation of the previously consolidated entity.
We had cash and cash equivalents of $213.5 million and $647.8 million of borrowing capacity under the Revolver as of June 30, 2024.
Revenues
Our revenues consist of patient service revenues and other service revenues. Patient service revenues consist of revenue from our Surgical Facility Services and Ancillary Services segments. Specifically, patient service revenues include fees for surgical or diagnostic procedures performed at surgical facilities that we consolidate for financial reporting purposes, as well as for patient visits to our physician practices, anesthesia services, pharmacy services and diagnostic screens ordered by our physicians. Other service revenues include management and administrative service fees derived from our non-consolidated facilities that we account for under the equity method, management of surgical facilities and physician practices in which we do not own an interest, management services we provide to physician practices for which we are not required to provide capital or additional assets and other non-patient services.
The following table summarizes revenues by service type as a percentage of total revenues:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Patient service revenues:
Surgical Facility Services94.0 %96.0 %94.5 %96.0 %
Ancillary Services4.1 %2.6 %3.8 %2.5 %
Total patient service revenues98.1 %98.6 %98.3 %98.5 %
Other service revenues1.9 %1.4 %1.7 %1.5 %
Total revenues100.0 %100.0 %100.0 %100.0 %
Payor Mix
The following table sets forth by type of payor the percentage of our patient service revenues generated at the surgical facilities that we consolidate for financial reporting purposes:
Three Months Ended June 30,Six Months Ended June 30,