Surgery Partners, Inc. (NASDAQ:SGRY) ("Surgery Partners" or
the "Company"), a leading operator of surgical facilities, today
announced financial results for the third quarter
ended September 30, 2023.
- Revenues were $674.1 million
representing 8.6% growth
- Days Adjusted Same-facility revenues
increased 14.2%
- Net loss attributable to Surgery
Partners was $4.9 million
- Adjusted EBITDA was $105.5 million,
representing 9.7% growth
- Adjusted EBITDA margin improved
year-over-year to 15.7%
- Equity earnings in unconsolidated
affiliates increased 45.8% to $3.5 million
- Revenues from facilities not
consolidated increased by 71.2% to $159.6 million
- Adjusted EBITDA contribution from
unconsolidated affiliates was $10.2 million, 29.1% higher than
2022
- Full year Adjusted EBITDA guidance
raised to a range of $436 million to $440 million with
revenue of approximately $2.75 billion
“We are pleased to report another quarter of
double-digit same facility growth across our portfolio, driven by
the consistent execution of our operating model, which resulted in
revenue and Adjusted EBITDA that exceeded our expectations,” said
Wayne DeVeydt, Executive Chairman of Surgery Partners.
Eric Evans, Chief Executive Officer, noted,
“Surgical case volume, particularly in higher acuity and
strategically important growth areas, remained strong this quarter,
unaffected by any material external events. We continue to benefit
from the migration of surgical cases to the optimal site of care, a
trend that benefits all constituents of the health care system. We
continue to invest in these targeted growth areas through physician
recruitment, business development and de novo buildouts.”
Dave Doherty, Chief Financial Officer, commented
“Our third quarter Free Cash Flow generation accelerated to
$63 million, bringing our year-to-date generation to
$91 million, enhancing the company’s liquidity profile. We
ended the quarter with $236 million of consolidated cash and
an untapped revolver capacity of $545 million, positioning us
well in this macro-economic environment.”
Third Quarter
2023 Results
Revenues for the third quarter of 2023 increased
8.6% to $674.1 million from $620.6 million for
the third quarter of 2022. Days adjusted same-facility revenues for
the third quarter of 2023 increased 14.2% from the same period last
year, with an increase in revenue per case of 11.0% and an increase
in days adjusted same-facility cases of 2.9%. For the third quarter
of 2023, the Company’s net loss attributable to Surgery Partners,
Inc. and Adjusted EBITDA was $4.9 million and $105.5 million,
respectively, compared to $25.0 million and $96.2 million,
respectively, for the same period last year.
Year-to-Date 2023
Results
Revenues year-to-date 2023 increased 9.6% to
$2,007.9 million from $1,832.2 million for the 2022 period. Days
adjusted same-facility revenues for year-to-date 2023 increased
10.6% from the same period last year, with an increase in revenue
per case of 6.9% and an increase in days adjusted same-facility
cases of 3.5%. For year-to-date 2023, the Company’s net loss
attributable to Surgery Partners, Inc. and Adjusted EBITDA was
$10.9 million and $295.8 million, respectively, compared to $31.2
million and $259.4 million, respectively, for the same period last
year. For year-to-date 2023 and 2022, Adjusted EBITDA benefited
from the recognition of $1.1 million and $1.4 million,
respectively, of CARES Act grants. Excluding CARES Act grants for
year-to-date 2023 and 2022, Adjusted EBITDA would have been $294.7
million and $258.0 million, respectively.
Liquidity
Surgery Partners had cash and cash equivalents
of $236.0 million, and $544.9 million of borrowing capacity
under its revolving credit facility, at September 30, 2023.
Cash flows from operating activities was $104.6 million in the
third quarter of 2023, compared to $29.7 million in the prior year
quarter. Free Cash Flow, defined as operating cash flows less
distributions to non-controlling interests and less
maintenance-related capital expenditures, was $63.2 million
for the third quarter of 2023.
Year-to-date, operating cash flows were $231.2
million compared to $151.6 million in the prior year period. Free
Cash Flow was $91.4 million for year-to-date 2023.
The Company’s ratio of total net debt to EBITDA, as
calculated under the Company’s credit agreement, was approximately
4.1x at the end of the third quarter of 2023.
2023 Outlook
The Company raised projected 2023 Adjusted EBITDA
to a range of $436 million to $440 million and
anticipates revenue at approximately $2.75 billion.
Conference Call Information
Surgery Partners will hold a conference call today,
November 7, 2023, at 8:30 a.m. (Eastern Time). The conference
call can be accessed live over the phone by dialing 1-877-451-6152,
or for international callers, 1-201-389-0879. A replay will be
available three hours after the call and can be accessed by dialing
1-844-512-2921, or for international callers, 1-412-317-6671. The
passcode for the live call and the replay is 13741353. The replay
will be available until November 21, 2023.
Interested investors and other parties may also
listen to a simultaneous webcast of the conference call by logging
onto the Investor Relations section of the Company's website
at www.surgerypartners.com. The replay will also be available
on this same website for a limited time following the call.
To learn more about Surgery Partners, please
visit the Company's website
at www.surgerypartners.com. Surgery Partners uses
its website as a channel of distribution for material Company
information. Financial and other material information
regarding Surgery Partners is routinely posted on the
Company's website and is readily accessible.
About Surgery Partners
Headquartered in Brentwood, Tennessee, Surgery
Partners is a leading healthcare services company with a
differentiated outpatient delivery model focused on providing
high-quality, cost-effective solutions for surgical and related
ancillary care in support of both patients and physicians. Founded
in 2004, Surgery Partners is one of the largest and fastest growing
surgical services businesses in the country, with more than 180
locations in 31 states, including ambulatory surgery centers,
surgical hospitals, multi-specialty physician practices and urgent
care facilities. For additional information, visit
www.surgerypartners.com.
Forward-Looking Statements
This press release contains forward-looking
statements, including those regarding growth, our anticipated
operating results for future periods and other similar statements.
These statements can be identified by the use of words such as
"believes," "anticipates," "expects," "intends," "plans,"
"continues," "estimates," "predicts," "projects," "forecasts,"
"may," "could," and similar expressions. All forward-looking
statements are based on current expectations and beliefs as of the
date of this release and are subject to risks, uncertainties and
other factors that may cause actual results to differ materially
from the expectations discussed in, or implied by, the
forward-looking statements. Many of these factors are beyond our
ability to control or predict including, 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
identified and discussed from time to time in the Company’s reports
filed with the SEC, including in Item 1A under the heading "Risk
Factors" in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2022. Except as required by law, the Company
undertakes no obligation to revise or update publicly any
forward-looking statements to reflect events or circumstances after
the date of this report, or to reflect the occurrence of
unanticipated events or circumstances.
Use of Non-GAAP Financial
Measures
In addition to the results prepared in accordance
with generally accepted accounting principles in the United States
("GAAP") provided throughout this press release, Surgery Partners
has presented the following non-GAAP financial measures: Adjusted
net income (loss) attributable to common stockholders, Adjusted net
income (loss) per share attributable to common stockholders,
Adjusted EBITDA, Adjusted EBITDA excluding grant funds, Adjusted
EBITDA related to unconsolidated affiliates, and Free Cash Flow,
which exclude various items detailed in the "Reconciliation of
Non-GAAP Financial Measures" below.
These non-GAAP financial measures are not intended
to replace financial performance measures determined in accordance
with GAAP. Rather, they are presented as supplemental measures of
the Company's performance that management believes may enhance the
evaluation of the Company's ongoing operating results. These
non-GAAP financial measures are not presented in accordance with
GAAP, and the Company’s computation of these non-GAAP financial
measures may vary from similar measures used by other companies.
These measures have limitations as an analytical tool and should
not be considered in isolation or as a substitute or alternative to
revenue, net income or loss, operating income or loss, cash flows
from operating activities, total indebtedness or any other measures
of operating performance, liquidity or indebtedness derived in
accordance with GAAP.
SURGERY PARTNERS, INC.
Selected Consolidated Financial
Data(Dollars in millions, except per share
amounts, shares in thousands)
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
Revenues |
$ |
674.1 |
|
|
$ |
620.6 |
|
|
$ |
2,007.9 |
|
|
$ |
1,832.2 |
|
Operating expenses: |
|
|
|
|
|
|
|
Salaries and benefits |
|
195.0 |
|
|
|
185.5 |
|
|
|
592.4 |
|
|
|
546.3 |
|
Supplies |
|
179.2 |
|
|
|
173.2 |
|
|
|
549.8 |
|
|
|
518.3 |
|
Professional and medical fees |
|
72.4 |
|
|
|
68.1 |
|
|
|
219.9 |
|
|
|
198.4 |
|
Lease expense |
|
21.1 |
|
|
|
21.6 |
|
|
|
64.3 |
|
|
|
61.8 |
|
Other operating expenses |
|
40.6 |
|
|
|
41.0 |
|
|
|
127.6 |
|
|
|
116.8 |
|
Cost of revenues |
|
508.3 |
|
|
|
489.4 |
|
|
|
1,554.0 |
|
|
|
1,441.6 |
|
General and administrative expenses |
|
36.8 |
|
|
|
17.9 |
|
|
|
100.0 |
|
|
|
73.5 |
|
Depreciation and amortization |
|
28.9 |
|
|
|
29.8 |
|
|
|
87.0 |
|
|
|
85.2 |
|
Transaction and integration costs |
|
12.8 |
|
|
|
12.5 |
|
|
|
37.3 |
|
|
|
27.8 |
|
Grant funds |
|
— |
|
|
|
(0.5 |
) |
|
|
(1.1 |
) |
|
|
(1.8 |
) |
Net loss on disposals, consolidations and deconsolidations |
|
5.8 |
|
|
|
2.2 |
|
|
|
7.5 |
|
|
|
3.2 |
|
Equity in earnings of unconsolidated affiliates |
|
(3.5 |
) |
|
|
(2.4 |
) |
|
|
(9.4 |
) |
|
|
(8.1 |
) |
Litigation settlements |
|
3.6 |
|
|
|
— |
|
|
|
8.1 |
|
|
|
(32.8 |
) |
Other income, net |
|
(1.2 |
) |
|
|
(2.4 |
) |
|
|
(2.1 |
) |
|
|
(7.4 |
) |
|
|
591.5 |
|
|
|
546.5 |
|
|
|
1,781.3 |
|
|
|
1,581.2 |
|
Operating income |
|
82.6 |
|
|
|
74.1 |
|
|
|
226.6 |
|
|
|
251.0 |
|
Interest expense, net |
|
(49.8 |
) |
|
|
(60.7 |
) |
|
|
(144.3 |
) |
|
|
(173.9 |
) |
Income before income taxes |
|
32.8 |
|
|
|
13.4 |
|
|
|
82.3 |
|
|
|
77.1 |
|
Income tax (expense) benefit |
|
(3.1 |
) |
|
|
(7.8 |
) |
|
|
6.3 |
|
|
|
(13.4 |
) |
Net income |
|
29.7 |
|
|
|
5.6 |
|
|
|
88.6 |
|
|
|
63.7 |
|
Less: Net income attributable to non-controlling interests |
|
(34.6 |
) |
|
|
(30.6 |
) |
|
|
(99.5 |
) |
|
|
(94.9 |
) |
Net loss attributable to Surgery Partners, Inc. |
$ |
(4.9 |
) |
|
$ |
(25.0 |
) |
|
$ |
(10.9 |
) |
|
$ |
(31.2 |
) |
|
|
|
|
|
|
|
|
Net loss per share attributable to common stockholders |
|
|
|
|
|
|
|
Basic |
$ |
(0.04 |
) |
|
$ |
(0.28 |
) |
|
$ |
(0.09 |
) |
|
$ |
(0.35 |
) |
Diluted (1) |
$ |
(0.04 |
) |
|
$ |
(0.28 |
) |
|
$ |
(0.09 |
) |
|
$ |
(0.35 |
) |
Weighted average common shares outstanding |
|
|
|
|
|
|
|
Basic |
|
125,747 |
|
|
|
88,907 |
|
|
|
125,559 |
|
|
|
88,604 |
|
Diluted (1) |
|
125,747 |
|
|
|
88,907 |
|
|
|
125,559 |
|
|
|
88,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The impact of potentially dilutive securities for all periods was
not considered because the effect would be anti-dilutive. |
SURGERY PARTNERS, INC.
Selected Financial and Operating
Data(Dollars in millions, except per case and per
share amounts)
|
September 30,2023 |
|
December 31,2022 |
Balance Sheet Data: |
|
|
|
Cash and cash equivalents |
$ |
236.0 |
|
$ |
282.9 |
Total current assets |
|
876.2 |
|
|
921.0 |
Total assets |
|
6,780.1 |
|
|
6,682.1 |
|
|
|
|
Current maturities of long-term debt |
|
62.1 |
|
|
62.8 |
Total current liabilities |
|
501.4 |
|
|
493.4 |
Long-term debt, less current maturities |
|
2,640.2 |
|
|
2,559.0 |
Total liabilities |
|
3,461.4 |
|
|
3,399.2 |
|
|
|
|
Non-controlling interests—redeemable |
|
332.2 |
|
|
342.0 |
|
|
|
|
Total Surgery Partners, Inc. stockholders' equity |
|
2,004.6 |
|
|
1,998.2 |
Non-controlling interests—non-redeemable |
|
981.9 |
|
|
942.7 |
Total stockholders' equity |
|
2,986.5 |
|
|
2,940.9 |
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Cash Flow Data: |
|
|
|
|
|
|
|
Net cash provided by (used in): |
|
|
|
|
|
|
|
Operating activities |
$ |
104.6 |
|
|
$ |
29.7 |
|
|
$ |
231.2 |
|
|
$ |
151.6 |
|
Investing activities |
|
(25.6 |
) |
|
|
(54.3 |
) |
|
|
(167.5 |
) |
|
|
(235.7 |
) |
Purchases of property and equipment |
|
(18.9 |
) |
|
|
(17.3 |
) |
|
|
(69.0 |
) |
|
|
(57.9 |
) |
Payments for acquisitions, net of cash acquired |
|
(5.3 |
) |
|
|
(7.7 |
) |
|
|
(48.8 |
) |
|
|
(82.6 |
) |
Purchases of equity investments |
|
(1.8 |
) |
|
|
(29.3 |
) |
|
|
(50.2 |
) |
|
|
(95.1 |
) |
Financing activities |
|
(20.4 |
) |
|
|
(48.0 |
) |
|
|
(110.6 |
) |
|
|
(151.0 |
) |
Distributions to non-controlling interests |
|
(34.1 |
) |
|
|
(35.3 |
) |
|
|
(111.0 |
) |
|
|
(110.5 |
) |
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Other Data: |
|
|
|
|
|
|
|
Number of surgical facilities as of the end of period |
|
154 |
|
|
|
145 |
|
|
|
154 |
|
|
|
145 |
|
Number of consolidated surgical facilities as of the end of
period |
|
117 |
|
|
|
117 |
|
|
|
117 |
|
|
|
117 |
|
|
|
|
|
|
|
|
|
Cases |
|
146,514 |
|
|
|
147,289 |
|
|
|
452,653 |
|
|
|
438,588 |
|
Revenue per case |
$ |
4,601 |
|
|
$ |
4,213 |
|
|
$ |
4,436 |
|
|
$ |
4,177 |
|
Adjusted EBITDA (1) |
$ |
105.5 |
|
|
$ |
96.2 |
|
|
$ |
295.8 |
|
|
$ |
259.4 |
|
Adjusted EBITDA excluding grant funds (1) |
$ |
105.5 |
|
|
$ |
95.9 |
|
|
$ |
294.7 |
|
|
$ |
258.0 |
|
Adjusted EBITDA margin (2) |
|
15.7 |
% |
|
|
15.5 |
% |
|
|
14.7 |
% |
|
|
14.2 |
% |
Adjusted EBITDA excluding grant funds margin (3) |
|
15.7 |
% |
|
|
15.5 |
% |
|
|
14.7 |
% |
|
|
14.1 |
% |
Adjusted net income (loss) per share attributable to common
stockholders - Basic (1) |
$ |
0.19 |
|
|
$ |
(0.02 |
) |
|
$ |
0.56 |
|
|
$ |
(0.15 |
) |
Adjusted net income (loss) per share attributable to common
stockholders - Diluted (1) |
$ |
0.19 |
|
|
$ |
(0.02 |
) |
|
$ |
0.55 |
|
|
$ |
(0.15 |
) |
Free Cash Flow (1) |
$ |
63.2 |
|
|
N/A |
|
$ |
91.4 |
|
|
N/A |
(1) |
A reconciliation of these non-GAAP financial measures appears
below |
(2) |
Defined as Adjusted EBITDA as
a % of Revenues. |
(3) |
Defined as Adjusted EBITDA
excluding grant funds as a % of Revenues. |
SURGERY PARTNERS, INC.
Supplemental Information(Dollars in
millions, except per case amounts)
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2023 |
|
|
|
2022 |
|
|
2023 |
|
|
|
2022 |
Same-facility Information
(1): |
|
|
|
|
|
|
|
Cases |
|
156,852 |
|
|
|
154,832 |
|
|
460,831 |
|
|
|
447,696 |
Case growth |
|
1.3 |
% |
|
N/A |
|
|
2.9 |
% |
|
N/A |
Revenue per case |
$ |
4,402 |
|
|
$ |
3,967 |
|
$ |
4,184 |
|
|
$ |
3,916 |
Revenue per case growth |
|
11.0 |
% |
|
N/A |
|
|
6.9 |
% |
|
N/A |
Number of work days in the period |
|
63 |
|
|
|
64 |
|
|
191 |
|
|
|
192 |
Case growth (days adjusted) |
|
2.9 |
% |
|
N/A |
|
|
3.5 |
% |
|
N/A |
Revenue growth (days adjusted) |
|
14.2 |
% |
|
N/A |
|
|
10.6 |
% |
|
N/A |
(1) |
Same-facility information includes cases and revenues from our
consolidated and non-consolidated surgical facilities (excluding
facilities acquired in new markets or divested during the current
and prior periods). |
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
Segment Revenues: |
|
|
|
|
|
|
|
Surgical facility services |
$ |
657.3 |
|
$ |
603.9 |
|
$ |
1,956.5 |
|
$ |
1,780.6 |
Ancillary services |
|
16.8 |
|
|
16.7 |
|
|
51.4 |
|
|
51.6 |
Total revenues |
$ |
674.1 |
|
$ |
620.6 |
|
$ |
2,007.9 |
|
$ |
1,832.2 |
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Adjusted EBITDA: |
|
|
|
|
|
|
|
Surgical facility services |
$ |
138.6 |
|
|
$ |
110.2 |
|
|
$ |
384.1 |
|
|
$ |
319.9 |
|
Ancillary services |
|
(1.2 |
) |
|
|
(1.5 |
) |
|
|
(2.7 |
) |
|
|
(2.2 |
) |
All other |
|
(31.9 |
) |
|
|
(12.5 |
) |
|
|
(85.6 |
) |
|
|
(58.3 |
) |
Total Adjusted EBITDA |
$ |
105.5 |
|
|
$ |
96.2 |
|
|
$ |
295.8 |
|
|
$ |
259.4 |
|
SURGERY PARTNERS,
INC.Reconciliation of Non-GAAP Financial
Measures(Dollars in millions, except per share
amounts, shares in thousands)
The following table reconciles Adjusted EBITDA and
Adjusted EBITDA excluding grant funds to income before income taxes
in the reported condensed consolidated financial information, the
most directly comparable GAAP financial measure:
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
Income before income taxes |
$ |
32.8 |
|
|
$ |
13.4 |
|
|
$ |
82.3 |
|
|
$ |
77.1 |
|
|
|
|
|
|
|
|
|
Net income attributable to non-controlling interests |
|
(34.6 |
) |
|
|
(30.6 |
) |
|
|
(99.5 |
) |
|
|
(94.9 |
) |
Interest expense, net |
|
49.8 |
|
|
|
60.7 |
|
|
|
144.3 |
|
|
|
173.9 |
|
Depreciation and amortization |
|
28.9 |
|
|
|
29.8 |
|
|
|
87.0 |
|
|
|
85.2 |
|
Equity-based compensation expense |
|
4.4 |
|
|
|
5.0 |
|
|
|
13.2 |
|
|
|
13.0 |
|
Transaction, integration and acquisition costs (1) |
|
13.0 |
|
|
|
13.1 |
|
|
|
38.8 |
|
|
|
28.4 |
|
Net loss on disposals, consolidations and deconsolidations |
|
5.8 |
|
|
|
2.2 |
|
|
|
7.5 |
|
|
|
3.2 |
|
Litigation settlements and regulatory change impact (2) |
|
4.2 |
|
|
|
1.5 |
|
|
|
13.9 |
|
|
|
(27.6 |
) |
Undesignated derivative activity |
|
— |
|
|
|
— |
|
|
|
0.6 |
|
|
|
— |
|
Other (3) |
|
1.2 |
|
|
|
1.1 |
|
|
|
7.7 |
|
|
|
1.1 |
|
Adjusted EBITDA (4) |
|
105.5 |
|
|
|
96.2 |
|
|
|
295.8 |
|
|
|
259.4 |
|
Less: Impact of grant funds (5) |
|
— |
|
|
|
(0.3 |
) |
|
|
(1.1 |
) |
|
|
(1.4 |
) |
Adjusted EBITDA excluding grant funds |
$ |
105.5 |
|
|
$ |
95.9 |
|
|
$ |
294.7 |
|
|
$ |
258.0 |
|
(1) |
This amount includes transaction and integration costs of $12.8
million and $12.5 million for the three months ended
September 30, 2023 and 2022, respectively. This amount further
includes start-up costs related to de novo surgical facilities of
$0.2 million and $0.6 million for the three months ended
September 30, 2023 and 2022, respectively.This amount includes
transaction and integration costs of $37.3 million and $27.8
million for the nine months ended September 30, 2023 and 2022,
respectively. This amount further includes start-up costs related
to de novo surgical facilities of $1.5 million and $0.6 million for
the nine months ended September 30, 2023 and 2022,
respectively. |
(2) |
This amount includes a litigation settlement loss of $3.6 million
for the three months ended September 30, 2023. This amount
also includes other litigation costs of $0.6 million and $1.5
million for the three months ended September 30, 2023 and
2022, respectively.This amount includes a litigation settlement
loss of $8.1 million and a gain of $32.8 million for the nine
months ended September 30, 2023 and 2022, respectively. This
amount also includes other litigation costs of $1.4 million and
$5.2 million for the nine months ended September 30, 2023 and
2022, respectively. Additionally, the nine months ended
September 30, 2023, includes $4.4 million related to the
impact of recent changes in Florida law regarding the use of
letters of protection. |
(3) |
This amount includes estimates for the net impact of the May 2023
cyber event for the three months ended September 30, 2023.
This amount includes estimates for the net impact of a May 2023
cyber event as well as losses from a divested business for the nine
months ended September 30, 2023.Amounts presented for the
three and nine months ended September 30, 2022 reflect losses
incurred, net of insurance proceeds received, related to certain
surgical facilities that were closed following Hurricane Ian. |
(4) |
We use Adjusted EBITDA as a measure of financial performance.
Adjusted EBITDA is a key measure used by management to assess
operating performance, make business decisions and allocate
resources. Non-controlling interests represent the interests of
third parties, such as physicians, and in some cases, healthcare
systems that own an interest in surgical facilities that we
consolidate for financial reporting purposes. We believe that it is
helpful to investors to present Adjusted EBITDA as defined above
because it excludes the portion of net income attributable to these
third-party interests and clarifies for investors our portion of
Adjusted EBITDA generated by our surgical facilities and other
operations. Adjusted EBITDA is not a measurement of financial
performance under GAAP, and should not be considered in isolation
or as a substitute for net income, operating income or any other
measure calculated in accordance with GAAP. The items excluded from
Adjusted EBITDA are significant components in understanding and
evaluating our financial performance. We believe such adjustments
are appropriate, as the magnitude and frequency of such items can
vary significantly and are not related to the assessment of normal
operating performance. Our calculation of Adjusted EBITDA may not
be comparable to similarly titled measures reported by other
companies. |
(5) |
Represents the impact of grant funds recognized, net of amounts
attributable to non-controlling interests. |
The following table provides supplemental
information for Adjusted EBITDA related to unconsolidated
affiliates:
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
Adjusted EBITDA related to unconsolidated
affiliates: |
|
|
|
|
|
|
|
Management fee revenues (1)(2) |
$ |
6.2 |
|
$ |
4.9 |
|
$ |
16.4 |
|
$ |
12.2 |
Equity in earnings of unconsolidated affiliates (2) |
|
3.5 |
|
|
2.4 |
|
|
9.4 |
|
|
8.1 |
Plus: |
|
|
|
|
|
|
|
Start-up costs related to unconsolidated de novo surgical
facilities (3) |
|
0.5 |
|
|
0.6 |
|
|
1.3 |
|
|
0.6 |
Adjusted EBITDA related to unconsolidated affiliates |
$ |
10.2 |
|
$ |
7.9 |
|
$ |
27.1 |
|
$ |
20.9 |
(1) |
Includes management and administrative service fees derived from
the non-consolidated facilities that the Company accounts for under
the equity method and management of surgical facilities in which it
does not own an interest. Management fee revenues are included in
Revenues on the Consolidated Statements of Operations. |
(2) |
Included as a component of income before income taxes in the
Adjusted EBITDA reconciliation table above. |
(3) |
Start-up costs related to de novo surgical facilities are included
in Transaction, integration and acquisition costs in the Adjusted
EBITDA reconciliation table above. |
The following table reconciles Free Cash Flow to
net cash provided by operating activities in the reported condensed
consolidated financial information, the most directly comparable
GAAP financial measure:
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2023 |
|
|
|
2023 |
|
|
|
|
|
Net cash provided by operating activities |
$ |
104.6 |
|
|
$ |
231.2 |
|
|
|
|
|
Less: Maintenance capital expenditures |
|
(7.3 |
) |
|
|
(28.8 |
) |
Less: Distributions to non-controlling interest holders |
|
(34.1 |
) |
|
|
(111.0 |
) |
Free Cash Flow (1) |
$ |
63.2 |
|
|
$ |
91.4 |
|
|
|
|
|
Growth capital expenditures |
|
(11.6 |
) |
|
|
(40.2 |
) |
Maintenance capital expenditures |
|
(7.3 |
) |
|
|
(28.8 |
) |
Purchases of property and equipment |
$ |
(18.9 |
) |
|
$ |
(69.0 |
) |
(1) |
Free Cash Flow is defined as cash flow provided by operating
activities, less distributions to non-controlling interest holders
and less maintenance capital expenditures, which are capital
expenditures primarily to maintain our existing facilities. We use
the non-GAAP measure of Free Cash Flow as a measure of liquidity to
determine amounts we can reinvest in our core businesses, such as
amounts available to make acquisitions and invest in growth
projects. In order to provide a meaningful basis for comparison, we
are providing information with respect to our Free Cash Flow for
the three and nine months ended September 30, 2023, reconciled to
net cash provided by operating activities, which we believe to be
the most directly comparable measure under GAAP. We are not
presenting the comparative prior year period since we did not track
capital expenditures in this manner prior to the current fiscal
year. Our calculation of Free Cash Flow may not be comparable to
similarly titled measures reported by other companies. |
From time to time, the Company incurs certain
non-recurring gains or losses that are normally non-operational in
nature and that it does not consider relevant in assessing its
ongoing operating performance. When significant, Surgery Partners’
management and Board of Directors typically exclude these gains or
losses when evaluating the Company’s operating performance and in
certain instances when evaluating performance for incentive
compensation purposes. Additionally, the Company believes that
certain investors and equity analysts exclude these or similar
items when evaluating the Company’s current or future operating
performance and in making informed investment decisions regarding
the Company. Accordingly, the Company provides adjusted net income
(loss) attributable to common stockholders and adjusted net income
(loss) per share attributable to common stockholders as supplements
to the comparable GAAP financial measures. Adjusted net income
(loss) attributable to common stockholders and adjusted net income
(loss) per share attributable to common stockholders should not be
considered measures of financial performance under GAAP, and the
items excluded from such measures are significant components in
understanding and assessing financial performance. These measures
should not be considered in isolation or as an alternative to the
comparable GAAP financial measures as presented in the consolidated
financial statements.
The following table reconciles net income as
reflected in the consolidated statements of operations to adjusted
net income (loss) attributable to common stockholders used to
calculate adjusted net income (loss) per share attributable to
common stockholders:
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Consolidated Statements of Operations Data: |
|
|
|
|
|
|
|
Net income |
$ |
29.7 |
|
|
$ |
5.6 |
|
|
$ |
88.6 |
|
|
$ |
63.7 |
|
Plus (minus): |
|
|
|
|
|
|
|
Net income attributable to non-controlling interests |
|
(34.6 |
) |
|
|
(30.6 |
) |
|
|
(99.5 |
) |
|
|
(94.9 |
) |
Equity-based compensation expense |
|
4.4 |
|
|
|
5.0 |
|
|
|
13.2 |
|
|
|
13.0 |
|
Transaction, integration and acquisition costs |
|
13.0 |
|
|
|
13.1 |
|
|
|
38.8 |
|
|
|
28.4 |
|
Net loss on disposals, consolidations and deconsolidations |
|
5.8 |
|
|
|
2.2 |
|
|
|
7.5 |
|
|
|
3.2 |
|
Litigation settlements and regulatory change impact |
|
4.2 |
|
|
|
1.5 |
|
|
|
13.9 |
|
|
|
(27.6 |
) |
Other (1) |
|
1.2 |
|
|
|
1.1 |
|
|
|
7.7 |
|
|
|
1.1 |
|
Adjusted net income (loss) attributable to common stockholders |
$ |
23.7 |
|
|
$ |
(2.1 |
) |
|
$ |
70.2 |
|
|
$ |
(13.1 |
) |
|
|
|
|
|
|
|
|
Adjusted net income (loss) per share attributable to common
stockholders |
|
|
|
|
|
|
|
Basic |
$ |
0.19 |
|
|
$ |
(0.02 |
) |
|
$ |
0.56 |
|
|
$ |
(0.15 |
) |
Diluted (2) |
$ |
0.19 |
|
|
$ |
(0.02 |
) |
|
$ |
0.55 |
|
|
$ |
(0.15 |
) |
Weighted average common shares outstanding |
|
|
|
|
|
|
|
Basic |
|
125,747 |
|
|
|
88,907 |
|
|
|
125,559 |
|
|
|
88,604 |
|
Diluted (2) |
|
127,376 |
|
|
|
88,907 |
|
|
|
127,173 |
|
|
|
88,604 |
|
(1) |
This amount includes estimates for the net impact of the May 2023
cyber event for the three months ended September 30, 2023.
This amount includes estimates for the net impact of a May 2023
cyber event as well as losses from a divested business for the nine
months ended September 30, 2023.Amounts presented for the
three and nine months ended September 30, 2022 reflect losses
incurred, net of insurance proceeds received, related to certain
surgical facilities that were closed following Hurricane Ian. |
(2) |
The impact of potentially
dilutive securities for the three and nine months ended September
30, 2022, was not considered because the effect would be
anti-dilutive. |
Contact
Surgery Partners Investor Relations (615) 234-8940
IR@surgerypartners.com
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