Greetings, and welcome to the Surgery Partners' Fourth Quarter and Full Year 2017 Earnings Conference Call. At this time, all participants will be in a listen only mode. A question and answer session will follow the formal presentation. [Operator Instructions] Please note this conference is being recorded. It is now my pleasure to introduce your host, David Kretschmer, Interim CFO. Thank you. You may begin.

Good morning, and welcome to Surgery Partners' fourth quarter 2017 earnings call. This is David Kretschmer, Chief Strategy and Transformation Officer and Interim CFO. Joining me today is Wayne DeVeydt, our Chief Executive Officer. Before we begin, let me remind everyone that during this call, Surgery Partners' management may make certain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include remarks about future expectations, anticipations, beliefs, estimates, plans and prospects. Such statements are subject to a variety of risks, uncertainties and other factors that could cause actual results to differ materially from those indicated or implied by such statements. Such risks and other factors are set forth in the Company's earnings release posted on the website and provided in our Annual Report on Form 10-K and our quarterly report on Form 10-Q, each is filed with the Securities and Exchange Commission. The Company does not undertake any duty to update such forward-looking statements. Additionally, during today's call, the Company will discuss non-GAAP measures, which we believe can be useful in evaluating our performance. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of adjusted EBITDA and adjusted net income to net earnings calculated under GAAP can be found in our earnings release, which is posted on our website at surgerypartners.com and in our most recent quarterly report on Form 10-Q. With that, I'll turn the call over to Wayne.

Good morning. And thank you for joining the call. I am excited to be here this morning. I just joined Surgery Partners at this unique time for both our company and the industry. But we have much to discuss today. I would first like to share that regarding my decision to join Surgery Partners and the value-creation potential I saw in making this decision. I will then shift the discussion to some of the key fundamental strategic opportunities that we have for growth and margin improvement over the next few years and some specific initiatives we are undertaking to position us to capitalize on these opportunities. And finally, I would like to provide some insights into our 2018 outlook and key proof-points that we will be tracking throughout the year to validate our strategy, initiatives and resulting execution. Let me start by highlighting my reasons for joining Surgery Partners. As many of you are aware, we live in a healthcare industry that continues to have many inter-related but fragmented moving parts. As a result, healthcare cost in the United States continue to rise at levels that are challenging the consumer’s ability to afford the high-quality healthcare every consumer expects and candidly deserves. Having worked in the healthcare system for over two decades, I’ve had an opportunity to experience first-hand many of the initiatives put forth to drive cost out of the system while improving the patient experience. While there were many success stories around these initiatives, several fell short due to misalignment of priorities and incentives. This is where Surgery Partners became such a compelling opportunity for me. Specifically, Surgery Partners understands the priority is the consumer, our patients. We can never lose sight of this basic tenet making quality, along with patient safety and satisfaction at the core of…

Thank you, Wayne, thanks to everybody for bearing with me and my raspy voice this morning. I’d like to start-off by acquainting Wayne’s comments about the excitement of being here at Surgery Partners. It is nice to be able to bring our payer experience and perspectives to help frame affordability by ensuring care deliveries perform the highest quality, safest and most cost-efficient setting. With that, I’ll turn to our 2017 financial performance. Our fourth quarter revenue of $460.3 million reflects a $154.3 million or 50.4% increase over Q4 of 2016 revenue of $306 million. Our Q4 same facility revenues on a pro forma basis reflecting the NSH acquisition increased 1.6%, which is a result of a 2.1% increase in net revenue per case, offset by a slight decrease in case volume. Our fiscal year 2017 revenue of approximately $1.34 billion increased $195.8 million or 17.1% over our 2016 revenue of approximately $1.145 billion. Our fiscal year 2017 normalized revenue of approximately $1.365 billion was $219.4 million or 19.2% increase over 2016 revenue. Please note that normalized is adjusted with the hurricane impact, our facilities experienced in 2017 and the non-recurring adjustment to revenue, both of which we discussed during our Q3 earnings call. Additionally, on a normalized basis and pro forma for the NSH acquisition, our same facility revenues for the full year 2017 increased 4.7% with a 3.8% increase in net revenue per case and an increase in cases of approximately 0.9%. Turning to operating earnings, our fourth quarter 2017 adjusted EBITDA was $53.9 million, a $13.8 million increase over Q4 of 2016 adjusted EBITDA of $50.1 million. Our full year 2017 adjusted EBITDA was $154.3 million, a $15 million decrease over 2016 adjusted EBITDA of $179.3 million. Our normalized 2017 adjusted EBITDA of $184.2 million was a $4.9…

[Operator Instructions] Thank you. Our first question is coming from the line of Bill Sutherland with The Benchmark Company. Please proceed with your question.

Thank you, and good morning. I wanted if you could give us a little more color on your same facility case trends in the fourth quarter. I didn’t – there was some thought about the seasonality more pronounced this year and I did know that some peers, moving up into low-single-digit case growth in the fourth quarter, so, any color there will be helpful. Thanks.

Sure, and good morning. I look forward to actually meeting you in person. But let me first just highlight that clearly, we’ve seen some of our competitor data just as you’ve seen as well, and I would say their trends obviously were stronger than what we saw in the fourth quarter. I think some of this is really around what we’ll be talking about as we look towards the future while giving our efforts refocused around our core business which is the surgical centers. While we had some growth in those – in our same store facilities, and if you pro forma with that and say over the same period last year, we are actually encouraged by what we saw, I would say in light of what had probably been a distraction year for the company. So that being said, one of the efforts that we put forward is the additional physician recruitment initiative. I think it’s one of the reasons you saw our same-store not grow at the level that we would have anticipated. We’ve more than doubled the boots on the ground and we more than doubled the coverage that we will now have over our facilities. So, I think this will be a slow ramp up as we go through 2018 and then you’ll start to see the value of that in the back half of 2018 and then we’ll get full runrate in the 2019. But, it’s a fair observation.

Okay, and just one other one. In 2018, can you give us some sense of the investment spend involved with what you’ve laid out and I realize it’s really not mostly about CapEx, but maybe a CapEx feel for that directionally. Thank you.

Sure, sure. Well I obviously won’t give specific details on every G&A item that we are spending on. I will give you some directional items where we are spending in areas that I would say are more CapEx-related versus those that would be more runrate-related. On the CapEx side, one of the areas that we are spending money is around the reporting system in essence, we want to have the ability to look at every facility at the most minute level including not only procedures by physician, but the average time taken per procedure so we can truly understand the direct contribution margin that we are getting at each of our facilities, where we have opportunities to recruit more physicians into support in time. And more importantly, take a much more rightful approach to our M&A as we move forward and ways we can improve those areas that we want to not only acquire, but actually leverage our scale. From a broader G&A perspective, we are going to add just more resources. I think the resources that we should have around procurement did not exist and so we are in the process and have made an offer to achieve procurement officer, we will be staffing up in that area as you heard in the call, the $15 million plus that we are targeting. And again, that’s a first cut at our largest providers. So the reality is, we think there is many more opportunities. We have the resources there. I would also say around the physician recruitment and our retention efforts the fact that we more than doubled our workforce there becomes a runrate cost, but we know the value will be there as we improve in our case count. So, those are couple areas where I would say we are spending absolute dollars. And then finally, we are spending the dollars at the most senior management team level. We are trying to bring in some folks that have worked in this industry for a long time either on the payer side of the shop or on the surgical center side that really know the nuances of the how to drive value. And so, what I would say is, those will clearly have a value return associated with them and then ultimately as we migrate through the year, I do anticipate that we’ll find more synergies as we start to fully integrate the very asset that we own.

Thank you. And look forward to more discussions.

Likewise.

Thank you. Our next question is coming from the line of Brian Tanquilut with Jefferies. Please proceed with your question.

Hey, good morning guys. Wayne, just to hit on guidance. I appreciate the conservatism in the historic shift in strategy there. But, just to kind of bridge as to what the street was expecting and basically the previous guidance strategy of including M&A. How much do you think that you have to pull out of the EBITDA for that specific of not including M&A contributions?

Hey, Brian, first of all, good to you hear your voice again and I appreciate the question. Let me first state that at least our philosophical belief was we did not – want to try to predict M&A. I think the idea of assuming that we could predict with some level of certainty a date specific close date along with date specific revenue and EBITDA we thought it wasn’t prudent. And also, we want the team focused on the right deals and we did want to create a guidance or a budget that reflected that. Now, that being said, we have provided the team with goals for the year of what we expect around M&A. We do expect to deploy $80 million to $100 million. Obviously, as I said, at prevailing market rates. I hope you understand that for competitive reasons, I don’t want to discuss what those prevailing multiples are. But what I would say is we clearly get a nice multiple arbitrage versus our current trading multiple and then the synergies we drive from each of these. That being said, I think historically, you’ve been able to model somewhere in the $10 million to $15 million of what I’ll call runrate EBITDA from M&A over time that takes on a variety of fashions and looks depending on timing of when these deals would get done. But that gives you a little bit of feel of what you could probably anticipate.

Appreciate that. And then, Wayne, as we think about, you are obviously coming in from the outside of the ASC industry or even provider land, as you think about the shifting payer mix in the – just in the healthcare provider space where you are seeing more Medicare and obviously there is pricing disparities there between commercial and Medicare. How are you thinking about what you can flex beyond procurement, kind of like a longer-term? How do you adapt and maintain a certain margin when potentially the effective rate is going to come down because of demographics and just that natural shift?

Yes, Brian, I really appreciate this question. It’s an interesting dynamic issue that we had to deal with on the payer side as we saw the population aging in and as you know, from my previous experience in Anthem, at one point in time we had less than 10% of our revenue in government business and obviously the focus was on purely the commercial front. But the tea leaves are the tea leaves and the demographics are the demographics and as we started to see those shifts occur, we realize that at least there that we had to choose how to cannibalize our own business and then reposition ourselves. The nice thing here is, we don’t have to self-cannibalize. It’s a whole new piece of pie available to us as we start to accept more of the Medicare business and as we begin to see CMS shift procedures into an outpatient surgery environment and a surgical center environment. So from my perspective, I am okay, with margin declination on a percentage basis, when I can grab a bigger piece of the pie on an absolute dollar margin direct contribution method. So one of the – I actually want to us to be more open-minded to the fact that there is more pie here to be had. It’s a piece that is not going to cannibalize our existing business. But rather it will be an incremental growth story for us and provide more cash flow as we move forward. That being said on the commercial front, it’s important we start recognizing the national assets we have and the value that we really bring to payers. I hope we could begin to get better rates as we move forward showing the payers the value we can bring to them. So, I would say, just dynamically though, we actually view this as a net positive for us over time with the shifts in the government, albeit it will put pressure on the contribution margin percentage.

All right. Sounds good. Thanks, Wayne. Congrats.

Thanks.

Thank you. The next question is coming from the line of Kevin Fischbeck with Bank of America/Merrill Lynch. Please proceed with your question.

Hi, this is [Indiscernible] on for Kevin Fischbeck. I just wanted to talk a little bit more about the guidance. Can you kind of give us some color on whatever underlining assumptions that you guys have as far as industry growth pricing going into 2018?

Sure, sure. I think the first thing I want to highlight though is that, the eggs are fairly scrambled at this point with the NSH acquisition and many of the investments that we are doing. I think it’s fair to say that as you look at same-store surgical centers, you ought to be assuming 2% to 3% growth on volume and 2% to 3% growth on price, right. If you are just looking at kind of core same-store, those are reasonable assumptions. That being said, we are not very at and I think it’s clear from looking at last years that we’ve got some room to improve. And so, one of the things we’ve done is to start that process by ramping up the workforce that we have around physician recruitment and our retention efforts. I would also say that, as we are looking to the outlook, we are going to staff up more on the front-end around these procurement initiatives that will start giving us more DCM. So, we should be able to not only eventually move into those levels of growth, but I would argue over time, we ought to outperform those levels as we begin to get the synergistic value of our national scale both on revenue cycle management and on procurement. So, I would say, view 2018 as a reset year. I don’t think we are that far off consensus when you consider that we are excluding M&A and we’ve included some divestitures. For purposes of divestitures, these are assets that are non-core to our strategic growth model and they are assets that we have line of sight on that we would expect to close in the next 30 to 60 days. So, not a huge number, but is shaving off some of our EBITDA growth as well for this year.

And on the divestitures, is there any thought around divesting the ancillary business or anything of that nature?

Really appreciate this question. I think it’s fair to say that the ancillary business has struggled for this organization over the last several years since those acquisitions were done and has meaningfully struggled in 2018 that it’s clear from the segment reporting. That being said, I feel like we are at bottom at this point based on what we’ve seen. It looks like we have an opportunity to stabilize and potentially then move this in a positive direction. We are going to evaluate all of our assets though. To the extent that ancillary is core in a market and as you know in Florida, it plays a critical part of our ecosystem. We maybe more open minded to how that continues to be part of our business. To the extent that it’s not part of an ecosystem, we will evaluate it on whether or not it becomes a part of our ongoing growth strategy and that gets back to our M&A where we are going to take more of a rifle approach to the side where we want to play at.

And just one quick one, one last one. It looks like the NSH biz, it seems like average rate per acuity is higher at NSH versus the legacy surgery. Is that the case? And if so, what’s driving that? Thank you.

Yes, I think that’s fair. Remember, these are surgical hospitals. So, in general, you have higher acuity cases that occur in these and as a result, you get an overall higher revenue per case. So, and then I would say, obviously we are bullish on our surgical hospitals that was part of the reason for the acquisition of NSH. The key for us now is to bring the same national scale benefits to that part of our family as we are going to bring to the broader SP family and then evaluate opportunities too where our surgical centers can partner and then like the past we have overlapped with our surgical hospitals.

Okay, thank you so much.

Thank you.

Thank you. The next question is coming from the line of Frank Morgan with RBC Capital Markets. Please proceed with your question.

Good morning. I guess, on that same line about divestitures, any thoughts, I mean, you mentioned, it sounds like possibly some ancillary move activity or maybe exiting some market there, but any thoughts on other service lines that you might be looking to divest and maybe in the physician practice area and if not, how much of your – that $80 million to $100 million of growth capital deployment. How would you mix that out between, if you are staying in the practice business, how much of that growth and how much of those capital will be allocated between, say ASCs or surgical hospitals versus practices? Thanks.

Hey, Frank, thank you. Let me take a stab at that. There is a few questions there and I want to make sure I hit them each individually. Let me first start with ancillary from the standpoint that, ancillary in and by itself is not its own business. While it’s currently run as its own segment, it does create a feeder system in many ways to some of our surgical facilities. So, first and foremost, as we evaluate ancillary, we are going to take a much more holistic view of what pieces and components drive a net value to our organization. If the net value doesn’t persists, we are going to make a very quick decision on whether we’ll be able to fix it or if it’s worth fixing and if not, we’ll divest. That being said, when we talked about the $80 million to $100 million in capital deployment for M&A, we were not anticipating capital that would be available from divestitures. So, money becomes fungible at that point and that would give us more capital that we would be able to deploy. But as I mentioned, we did not assume a – really meaningful divestiture for the current year, as we continue to cite what assets make the most sense. Having been in the seat for seven weeks, I would say at line of sight on things that started under Cliff in the interim role. I am highly supportive of those divestiture items that Cliff was doing and we are going to get those over the finish-line. So we are going to had to model those out. But we will do more as the year progresses. And then, finally the last thing I would just say is, you can obviously look at the segments, say just today, but at the end of the day, the surgical facilities will be our primary focus. It’s what we do well. It’s what we want our focus to be and it’s where our M&A dollars would be spent and everything outside of those is on the table for consideration about whether or not it should be part of our core business.

Okay, and I guess, just one final on leverage. I know there is obviously you got flexibility with covenants. But what’s your thoughts, kind of now being in the seat and having been the CFO, how do you feel about your long-term objective with regard to the capital structure and the optimal leverage? Thanks.

Thanks, Frank. Yes, it’s a little different from a pre-operating cash flow company of $4 billion a year to where we are at today. That being said, I’ve had the benefit of understanding how leverage can work and work well for you and what I would say is, we have a very solid asset here and the surgical centers despite the distractions of ancillary the last several years, have actually performed relatively well with those distractions. And so, as I look at our ability to grow into our EBITDA over the next two to three years, I think we’ll get natural deleverage fairly quickly, just through EBITDA growth. And then we get to leverage levels that I would say, I think we are all very comfortable with. That being said, I feel like relative to the size leverage, we’ve got a decent debt structure, very covenant light, which I think gives us ample flexibility. And I think some of these divestitures will provide even more capital for deployment for us. So, big picture, I am not concerned, if I was, I wouldn’t have joined the company. But I understand the expectation of all of our stakeholders to drive that leverage down as we drive that down over the next couple of years through earnings growth.

Okay, thank you.

Thank you.

Thank you. [Operator Instructions] Our next question is coming from the line of Chad Vanacore with Stifel. Please proceed with your question.

Hi, good morning.

Good morning.

So, just want to stay with that leverage for a question and the prior management had stated that they want to get leverage down to five times by the end of 2019. Given your $80 million to $100 million of acquisition assumptions this year and as you leverage is at 7.2, should that still be a target or we're probably thinking that you are not going to have a concerted effort to delever in the next year or two, but it'll happen more naturally?

Hey, Chad, this is Dave. No, I think that’s a very good observation. We ended the year around 7.2 times and our expectation is, by the end of 2018, we should be in the mid sixes. So, shooting for 2019, maybe targeting more low sixes. But as Wayne said, this will be a natural deleveraging to our EBITDA growth not through paying down any of the debt.

Got it. And then, just going back to your organic growth assumptions, you are looking at 2% to 3%. Was that longer-term or that's just what's in your 2018 guidance, because if that's not within your 2018 guidance, what is?

Yes, now, we’ve got the 2% to 3% for none of our surgical facilities loaded at that level. I think there will be more at that level. What we are not getting right now though is what I would call the value-creation of outperforming that. We should not be at 2% to 3% volume and 2% to 3% pricing at this stage. That’s what we have loaded in our plan. But clearly, we have assets that should be able to outperform that. And so, as the year progresses, our hope is that our execution will start to show, as that starts to show, you will hopefully see both revenue, operating earnings and margins continue to improve and that’s why we wanted to start at the guidance somewhere we started at. So you’ll have at least visibility around whether our aperture taking hold. But, you should see those improve hopefully as we execute throughout the year.

All right. So it sounds like a little bit slower start of the year and a little more stabilization in the back half there, right?

Yes, yes, look, I think as I said, it’s a reset year for the company to get focused on the assets that matter, but I think as the year progresses, you should see improvement in all metrics.

All right. And just a little bit more on the investment in the platform. So, how much extra CapEx should we plan? And then, what level of return are you expecting on that CapEx? Can you quantify that?

Well, on the CapEx front, I wouldn’t quantify incrementally, that was one of many examples I gave and what I would tell you, it’s challenging for me to put a return on having good data. What I can tell you is it’s invaluable. The reality is, the ability to know exactly what a rifle and to do it real-time is how you have to run a business, especially a business that’s diversified on a national scale and platform like this one is. That being said, I think as the year goes, many of these investments you’ll see organic improvement and it will be measurable, and it will be meaningful. And we’ll spike that out on each quarterly call and we’ll go from there. But ultimately, the proof is going to be into putting our ability to execute, but not having data. It’s almost impossible to execute the way you need to execute and now we have that data. We are now rolling that out of our NSH assets though. So just you know we still have about another two months of infrastructure investment to get that same kind of granularity and rifle approach to our surgical hospitals. But once we get that, I think we are going to be in a really good position to show the value creation.

All right. And do you want to take a shot at how we should be thinking about free cash flow in 2018?

I think free cash flow is going to be in the 80 plus million range and as we get M&A done, we should migrate between there and we start showing improvements in our business between $80 million and $100 million. And again, that’s exclusive of what we have available for M&A. Clearly we could do more if we needed to. But look at Q4 of 2017, it gives you kind of a pretty decent view of both NSH and us combined. There is not really noise in the quarter like you saw throughout the year. You’ll see that cash flow net of distributions for our non-controlling interest as well as any cost associated with our debt et cetera. We are netting close to 27 million. And so, just doing basic math and extrapolation you can figure out that that $80 million to $100 ml is not an unreasonable target. Although I think it will ramp up as our earnings are more back-half loaded.

All right. Thanks for taking the questions.

Great, thank you.

Thank you. We have time for one more question, which is coming from the line of Ralph Giacobbe with Citigroup. Please proceed with your question.

Thanks, good morning. Hope that you can just delve a little bit more into strategies. There is a lot of different models out there, sort of both two-way and three-way JVs including hospitals. If there is a preference and will you consider both? And then, just around strategy, just a little bit more about sort of expanding surgical mix. You haven’t really sort of talked a lot about that. I know, that was sort of a imperative and obviously the NSH deal would sort of suggest that as well. But just opportunities there help us sort of understand the goals and the acceleration around that as well.

Ralph, first of all great to hear your voice again. And look forward to catching up more. First of all, we are obviously very open to both two-way and three-way transactions. I want to make sure that we don’t leave any misimpression about our desires to want to partner with payers, but that in no way means that we have lack of a desire to partner with providers and hospitals accordingly. I think the important part though is, where we have really good alignment is around taking cost out of the system. So to the extent that we have opportunities to align with hospital systems and other providers that have those same mutual goals as ours, then we’ll do those partnerships. And those are out there and we are having discussions in that arena. So I don’t envision that changing, but I also think it’s important to recognize that the first dollars are still being controlled by the large commercial payers and it’s still being controlled by state and federal governments. And I think it’s an important part of our strategy that needs to shift in terms of bringing in that into the full. In terms of expanding our surgical centers, obviously, NSH was a big part of that. I think a big thing to recognize too is our focus is going to be on those areas that supports both the aging population demographic shifts as well as those that are generally high dollar procedures, albeit because of high acuity might be a lower percentage margin, very higher dollar contribution margin to what we are trying to accomplish. So, you’ll find much more of a focus around ortho, and total joint spine, pain, GI. Things like GI and ophthalmology, I just remind folks that while those aren’t our core in terms of our high dollar focus. They are very much our bread and butter and that they generate nice cash flow and they provide the cash flow that allows us to continue to do some of the M&As as we pursue these higher dollar, higher contribution margin businesses. So hopefully that answers your question, Ralph.

Yes, that was helpful. And then, just to follow-up, hoping you can – that there has been a lot of focus on top-line certainly understand that, but what about margins? They’ve bounced around a bit as we’ve seen sort of weakness in the business. I am hoping you can give us a set or sense of where you see sort of normalized margins, kind of once you get to maybe a more mature state or once you execute on what you think you can get to from a top-line perspective?

Yes, Ralph, I really appreciate this question, because I think, it’s really at the crux of what we are trying to manage as a company now. The reality is, is the margins of this business were distorted in many ways by the original M&A that was done around ancillary. And then, as you know, those are assets that struggled the last couple of years. And so, what got lost in the shelf was, what businesses were actually driving the right direct contribution margin, both percentage and dollar. And it’s only over – really the last two quarters, so since pain got involved and started making the investments with Cliff here, as we continue to make those investments in these platforms and systems, we are only now getting that direct visibility into every procedure by minutes from what actually is contributing to our margin. So, seven weeks into the job, I can tell you, I am going to focus on exactly your question. I just don’t have that data yet to draw a conclusion on where I think a more normalized sustainable margin is, but it is something that I would expect to have as we progress throughout the year and begin to get that – that information and reporting and I’ll be able to provide that to you later in the year.

Okay. All right, fair enough. Thank you.

Okay, thank you.

Thank you. We have reached the end of our question-and-answer session. So I’d like to turn the floor back over to management for any additional concluding comments.

Thank you. And again, I just want to thank everybody for being on the call. But before we conclude, I do want to thank our over 7,000 associates and our 5,000 affiliated physicians for their dedication and efforts in making Surgery Partners the company we are today. I also want to take a moment to express my personal gratitude to Cliff Adlerz for his leadership and stability that brought the company from last quarter to where we are today and in his interim role as CEO and many of you should know that Cliff has been a mentor to me in this process and I continue to expect him to be a big part of this company as we move forward in both his capacity on the Board of Directors, but really in his knowledge and experience on the surgical front. His steady hand and commitment to Surgery Partners and his patients, payers, providers and employees is invaluable and I do look forward to continue to draw on his strategic insights. Thank you for joining our call this morning and have a great day.

Ladies and gentlemen, this does conclude today’s teleconference. Again, we thank you for your participation and you may disconnect your lines at this time.