David Doherty
Analyst · Jefferies
Thanks, Eric. As Eric mentioned, our second quarter net revenue was approximately $849 million, up 2.7% year-over-year. Adjusted EBITDA was approximately $125 million compared to approximately $129 million in the prior year period and in line with our expectations. Adjusted EBITDA margin was 14.7%. For the first half of the year, net revenue was approximately $1.66 billion, up 3.6% year-over-year and adjusted EBITDA was approximately $228 million, down 2.3% year-over-year. Year-to-date adjusted EBITDA margin was 13.7% compared to 14.5% in the prior year period. Looking at the quarter in more detail. Revenue growth was driven primarily by higher acuity cases, bringing strong net revenue per case partially offset by the anticipated increase in our government payer mix. Same facility revenue increased 5% in the quarter with case growth of 0.3% and net revenue per case growth of 4.8%. The year-to-date, same facility revenue has increased 4.9%, with cases increasing 0.8% and net revenue per case increasing 4%. Our commercial payer mix was approximately 49% of net revenue in the second quarter, approximately 350 basis points lower than last year, with a correspondingly higher mix of government payments driven by shifts within our larger surgical hospitals and case growth that skewed slightly towards higher government paid. Turning to expenses. Salaries and wages were approximately 29.8% of revenue in the second quarter, improving sequentially from 30.5% in the first quarter, though higher than 28.5% in the prior year quarter, due primarily to the change in payer mix we've noted. Supplies were 26.7% of revenue, also improving sequentially from 27.2% last quarter, though higher than 26.0% reported in the second quarter of 2025. Professional fees and medical-related expenses were 12.1% of revenue, improving from 12.5% sequentially and 12.4% in the prior year quarter. Other operating expenses were 6.1% of revenue compared to 7.3% in the first quarter and 6.7% in the prior year quarter. G&A expenses were 4.3% of revenue compared to 4.8% in the first quarter and 4.4% in the prior year quarter. Taken together, operating expenses improved meaningfully as a percentage of revenue compared to the first quarter, reflecting the expected seasonal step-up in revenue as well as continued operating discipline. Turning back to the balance sheet and cash flow. Interest payments were approximately $90 million in the second quarter compared to approximately $81 million in the prior year quarter. On a year-to-date basis, interest payments were approximately $134 million compared to approximately $126 million in the prior year period. Operating cash flow was approximately $59 million in the second quarter. We distributed $46 million to physician partners and had approximately $7 million of maintenance capital expenditures. On a year-to-date basis, operating cash flow was approximately $71 million. We anticipate improvement in working capital at our facilities during the remainder of the year, consistent with the seasonal nature of our business. At quarter end, cash flow was approximately $217 million. Revolver borrowings were approximately $75 million and available revolver capacity was approximately $618 million. Credit agreement net debt leverage was approximately 4.4x compared to 4.3x at the end of the first quarter and 4.1x in the prior year quarter. Balance sheet-based net debt to EBITDA was approximately 5.1x, consistent with the first quarter. Before discussing our outlook, I want to spend a few minutes reviewing the financial implications of the expected Idaho Falls transaction and how we believe investors should think about Surgery Partners following closing. This transaction represents the largest step in our portfolio optimization strategy, and it reinforces our commitment to streamlining the business, sharpening our focus on our core short-stay surgical platform improving the conversion of adjusted EBITDA to cash and supporting further deleveraging over time. I would like to spend some time elaborating on how this transaction streamlines our remaining business. The anticipated transaction is expected to simplify the go-forward portfolio in several important ways. In the supplemental information released today and included on our website, we help illustrate the changes to our business, excluding the Idaho Falls facilities. Excluding these facilities, we expect the company to have a clear ASC and short-stay surgical profile, a significantly lower Medicaid mix, no obstetrics and neonatology services, meaningfully smaller exposure to ICU beds and emergency department visits and a majority reduction of our nonsurgical admissions. The transaction is also expected to eliminate our inpatient pediatric business and retail and compounding pharmacy services and will decrease our exposure to Medicaid and other state-based reimbursement program changes. We are immensely proud of the growth of the Idaho Falls facilities and the comprehensive service we offered to its community. But as my comments illustrate the market has become more complex than the rest of our portfolio. Another distinguishing fact about this market compared to the rest of our portfolio is the capital intensity of these facilities. Over the past 3 years, average annual capital expenditures for these facilities have been approximately $17 million. and the Idaho Falls facilities represented approximately 32% of the company's total finance lease obligations. When combined, these factors demonstrate that the capital required to manage these facilities is meaningfully different from the rest of our portfolio and more closely aligned with what you would expect to see in traditional acute care settings. After factoring these capital-related items, the distributions we have received from Idaho Falls have represented less than 50% of the facility's adjusted EBITDA. This capital intensity was a significant factor in our portfolio optimization review and supports our view that these facilities are better positioned under ownership with resources and scale to support their continued long-term growth. Following the completion of this transaction, we believe the company will be easier to understand, more operationally focused and better aligned with the areas where we believe Surgery Partners has the strongest long-term growth opportunity. At closing, the total consideration we expect to receive is approximately $795 million of gross proceeds. From a transaction economics perspective, we recognize the transaction can be evaluated through multiple lenses. Based on the Idaho Falls facility's historical earnings contribution, the proceeds represent approximately 7x LTM adjusted EBITDA. However, we also believe it is important to evaluate the transaction based on the cash flow ultimately accrued to Surgery Partners, given the meaningful facility level debt service and capital investment associated with these assets. On that basis, transaction proceeds represent approximately 17x the distributions we have received from the facilities on average over the past 3 years, which we believe better reflects the value realized for Surgery Partners shareholders. Net cash proceeds will be determined at closing as the final amount will be impacted by closing levels of indebtedness, cash and working capital. These proceeds will be used primarily to pay down debt. We expect this transaction to reduce the consolidated debt on our balance sheet, reducing our balance sheet leverage by approximately 0.3 turns. On a historical basis, excluding the Idaho Falls facility, the company would have generated revenue in the second quarter of approximately $660 million and adjusted EBITDA of approximately $98 million. For the first half of 2026, excluding Idaho Falls, revenue would have been roughly $1.29 billion and adjusted EBITDA would have been approximately $173 million. We believe these ex Idaho Falls metrics are important because they provide a better view of the future growth profile of the company, particularly as we continue to focus on higher acuity outpatient procedures, physician recruitment, de novo development, health system partnerships and disciplined capital allocation. Turning to our outlook. We are reaffirming our previously issued full year 2026 guidance for revenue of $3.35 billion to $3.45 billion and adjusted EBITDA of at least $530 million. This excludes any financial impact from the Idaho Falls transaction. As we've noted, the transaction has not yet closed and remains subject to customary closing conditions, including the requisite physician member and physician governing board approvals. Given this fact, we believe the cleanest approach is to reaffirm our existing guidance at this time and provide updated guidance as soon as the transaction closes, which we expect to occur in the near term. Following the anticipated closing of the Idaho Falls transaction, we expect to provide updated guidance, additional detail regarding the company's go-forward financial profile. We will continue to prioritize disciplined capital allocation with a focus on deleveraging high-return organic growth, de novo development and strategic acquisitions that fit our return threshold. In summary, we delivered second quarter results ahead of our expectations, continue to generate same facility revenue growth, reaffirmed our full year 2026 guidance in advance, a significant portfolio optimization transaction that we believe strengthens the go-forward profile of the business. We expect to provide updated guidance promptly following the closing of the Idaho Falls transaction. With that, I will turn the call back to the operator for questions. Operator?