Greetings. Welcome to the Surgery Partners, Inc. First Quarter 2022 Earnings Call. At this time, all participants are in listen-only mode. A question-and-answer session will follow the formal presentation. Please note this conference is being recorded. I will now turn the conference over to your host, Dave Doherty, CFO. You may begin.

Good morning, and welcome to Surgery Partners' First Quarter 2022 Earnings Call. This is Dave Doherty, Chief Financial Officer. Joining me today are Wayne DeVeydt, Surgery Partners' Executive Chairman; and Eric Evans, Surgery Partners' Chief Executive Officer. As a reminder, during this call we will make forward-looking statements. Risk factors that may impact those statements and could cause actual future results to differ materially from currently projected results are described in this morning's press release and the reports we file with the SEC. The company does not undertake any duty to update such forward-looking statements. Additionally, during today's call, we will discuss certain 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 these measures 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 when filed. With that I'll turn the call over to Wayne. Wayne?

Thank you, Dave. Good morning, and thank you all for joining us today. Before we begin the call, I would like to acknowledge and thank our colleagues and frontline caregivers for their relentless focus on supporting our patients and communities. We are humbled by their efforts and commitment to living Surgery Partners' core values. On behalf of the Board of Directors and the executive management team, thank you for everything you do. Turning to our first-quarter results, we are pleased to report first-quarter 2022 adjusted EBITDA of $77.1 million, a 6% increase compared to the prior year period and a 22% increase when excluding CARES grants. In the quarter, we performed just over 142,000 surgical cases, nearly 14% more than 2021, resulting in net revenue of approximately $600 million, or 16.4% higher than the comparable prior year quarter. We're especially encouraged by these results as the first quarter experienced several macro challenges including the impact of the Omicron variant and broader inflationary pressures. As we previously stated, we are not immune to such challenges but our business model continues to demonstrate its durability and resiliency. As an example, we saw case volumes impacted in January and early February as a result of the Omicron variant. However, the impact was muted, as it affected fewer of our communities, was shorter in cycle, and much of our affected surgical case volume was rescheduled within a short period of time. This is most evident when you look at our year-over-year case volume growth. We ended the quarter with strong momentum and are optimistic that we can continue to navigate any future waves. We are also very closely monitoring and managing inflation risks—whether in labor or supply cost. Our working environment and tenacious focus on supply chain management have insulated us from the significant effects of these pressures. As a reminder, our business model is a preferred workplace setting with flexible workday hours, generally no weekends, and a culture built on attaining the highest clinical quality and operating performance. We believe this is a competitive advantage, and consistent with our experience prior to and before the pandemic, our first-quarter results again demonstrate and reinforce how our business model is uniquely positioned both now and for future growth. Dave will share more details regarding our financial results, but a few highlights. Same facility revenues increased by 8.2% compared to the prior year quarter, with 6.3% case growth and 1.7% higher net revenue per case. These statistics are days adjusted for the number of business days in each quarter and represent both volume and specialty mix returning to a more normalized level. New physician recruiting efforts yielded almost 150 new recruits to our facilities in the first quarter, with recruits spanning all of our core high-growth specialties. More importantly, our recruiting cohorts continue to demonstrate strong year-over-year growth with first-quarter recruits from our 2020 and 2021 cohorts generating over 35% and 20% more revenue, respectively, in the current year quarter as compared to the prior year comparable period. And finally, the transition of procedures out of traditional acute care inpatient settings continues to accelerate. Joint replacements in our ASCs were up 52% compared to the prior year quarter and over 730% since 2018, when we started to anticipate the shift in site of care. This momentum gives us confidence in our plans for expansion in other key specialties, like cardiac procedures. We continue to believe that our strong financial results reflect the numerous macro tailwinds associated with the benefits of performing procedures in a high-quality, lower-cost, patient- and physician-centric setting. With a total addressable market of over $150 billion, our company is built for this moment in time. Moving to capital deployment, our M&A pipeline continues to be robust. In the first quarter, we deployed approximately $35 million on two ASCs focused on our high-growth musculoskeletal specialties. Our business development team consistently manages an active pipeline that remains strong, with more than $200 million in potential transactions currently under LOI. I would like to briefly touch on a new partnership we announced this morning with ValueHealth. This partnership will combine the strength of our exceptional short-stay surgical facility management services with ValueHealth's proven value-based care reimbursement model. In conjunction with this new partnership, Surgery Partners has the opportunity to acquire interest in select ValueHealth markets where we have clear operational growth and strategic synergies, and ValueHealth has the opportunity to expand their value-based care business across our national portfolio for the benefit of our physicians, patients, and payers. Additionally, we have the exclusive right to acquire in-development de novo investments that are primarily focused on orthopedic surgeries. This new relationship will allow us to further accelerate our organic growth engine while providing an attractive pipeline of acquisition opportunities in our targeted markets and specialties. Eric will speak further to this partnership and how we expect to benefit both immediately and going forward. Our balance sheet remains strong, and we believe this new partnership coupled with our existing acquisition pipeline further enhances our long-term growth trajectory. Off the strength of our first-quarter results, we are raising our outlook guidance for 2022 adjusted EBITDA to a range of $375 million to $385 million. This outlook is inclusive of the potential headwinds that we see associated with the pandemic, including labor and supply cost pressures. With that, let me turn the call over to Eric. Eric?

Thank you, Wayne, and good morning. I will focus my comments on a couple of areas that will explain my continued optimism for the company and our updated guidance for the year. First, I will provide a few additional highlights from our first-quarter results, including statistics about our key organic growth initiatives. Then I will share more details about the new partnership we've entered into with ValueHealth, the initial centers we acquired from them, and the exciting de novo activity we have underway. We are very pleased with our first-quarter results, especially in light of the macro challenges Wayne highlighted. The company continues its positive trajectory as it emerges from the pandemic with surgical case growth across our multiple specialties at levels consistent with pre-pandemic levels. As we exited the first quarter, we are seeing a stabilization of our case mix, which is another data point that we have resumed business as usual. In the first quarter, we experienced Omicron in many of our facilities. After dealing with this pandemic for nearly two years, our facilities, physicians, and patients have learned how to navigate these outbreaks with less disruption to normal life. In some affected areas, if the virus affected a patient, their physician, or the facility, in most cases, those were rescheduled within a few weeks rather than being canceled. To support this point, we performed over 142,000 surgical cases in the first quarter, approximately 14% more than the prior year quarter. On a same-facility basis, cases grew 6.3%. Our organic growth initiatives, coupled with acquisitions completed in mid to late 2021, translated into strong top-line growth of over 16%. Adjusted EBITDA came in at $77.1 million with a 12.9% margin in line with our target for the first quarter. As we mentioned on our last call, we closely monitor inflationary impacts to our labor and supply costs. Over the past year, we have enhanced our reporting of labor and supply costs allowing us to identify any new trends early and to react accordingly. On the labor front, we closely monitor the use of premium labor to ensure these costs are justified and to proactively reduce it whenever possible. Benchmarking such data points across our portfolio to identify outliers has also yielded positive outcomes. We have seen that contract labor rates in particular markets have experienced significant increases, which can be explained by the enormous pressure the Omicron variant has had on our healthcare system. With improved data analysis, we can evaluate if the use of such labor is the best option for a particular facility versus other options, helping to avoid some cost pressures. Premium labor as a percentage of our total salaries, wages, and benefits in the first quarter of 2022 is consistent with this ratio in pre-pandemic periods. As Wayne commented, we believe our workplace environment provides a unique hedge against these pressures as we benefit from high retention levels of key talent in our facilities. We are also working with our GPO and key suppliers to understand inflationary factors that could impact our businesses. In the first quarter, supplies were approximately 29% of net revenue, consistent with the first quarter of last year. Given the global environment and continued disruptions to the supply distribution chain, we acknowledge the potential for increased costs moving forward. At this point, we're not seeing unusually large price increases in commodities, implant costs, or deliveries, but we remain vigilant in managing this risk. Moving on to our organic growth levers, we continue to benefit from our relentless focus on physician recruitment and targeted facility-level and service line expansions that contribute to higher overall revenue per case rates and generate the highest contribution margin for our portfolio. Our physician recruiting team has been meeting the increased demand for new positions in our short-stay facilities by targeting the highest quality physicians. In the first quarter, we added nearly 150 new physicians spanning our key specialties. These physicians are bringing a higher case count than the first-quarter 2021 cohort, generating 38% more net revenue in their first quarter with us. As Wayne highlighted, each of our recruiting cohorts continues to drive strong year-over-year growth, and we are encouraged by the early strength of our current quarter recruiting class. All of this has helped fuel our growth in MSK procedures, particularly total joint cases in our ASCs. We performed approximately 25,600 orthopedic procedures this year, 16% more than the prior year quarter. We do not see this growth slowing. And as we have discussed, we are preparing for the next wave in cardiac procedures that we expect to migrate to outpatient settings. With an increasing share of orthopedic and cardiac procedures moving into lower cost, high-quality short-stay surgical facilities, we are evaluating all options to capture our fair share, including investing in equipment and renovations of existing facilities, increasing our M&A pipeline, and the development of de novo facilities. As Wayne mentioned this morning, we are announcing a new strategic partnership with ValueHealth. This partnership brings together the complementary strengths of both companies, combining our deep expertise in short-stay surgical facility management services with ValueHealth's proven value-based care surgical programs and de novo development expertise. For example, through this unique partnership, we anticipate launching ValueHealth's VBC program in several of our facilities in the coming months, bringing enhanced value to our physician partners, patients, and participating payers. To be clear, we fully understand that value-based care has different connotations and implications, particularly as it relates to profitability. The guiding principle that influenced our partnership with Privia also applies to ValueHealth. Specifically, our short-stay surgical facilities offer compelling value to the ecosystem relative to the traditional acute care setting. We can create win-win relationships with responsible VBC players such as ValueHealth, who are uniquely able to apply innovative tools and strategies to design bundles, driving our facilities incremental referrals and volumes, and therefore, profit dollars to Surgery Partners. Working with ValueHealth's existing portfolio of surgical facilities, where we can help a facility grow disproportionately over time, we will assume management services and acquire a minority interest stake, with the likely opportunity to buy up in the future. We are pleased to announce today that we are initially acquiring the management services and ValueHealth minority interest in three existing orthopedic and GI-focused ASCs that will be immediately accretive to our results. In addition to its proven VBC programs, ValueHealth has an effective de novo growth strategy, having built, owned, and managed over 150 surgical facilities. As part of our partnership, we acquired their interest in four fully syndicated ASC facilities for approximately $14 million. These facilities join our existing pipeline of in-process de novo projects but shorten the time to full operations by at least 12 months. These transactions represent the first step in a number of other opportunities we are exploring to maximize our combined strengths and capitalize on the rapid migration of high-acuity cases to the high-quality short-stay facilities that we own and operate. We look forward to providing more updates on this important partnership in future calls. As we have discussed previously, market development of de novo facilities is a core strategic growth pillar for the company. The cost of capital for these facilities is low when compared to traditional M&A. But the time it takes to syndicate and build out the centers often exceeds 18 months. In addition to the four syndicated projects that we're acquiring from ValueHealth, we have four other de novos in development across our portfolio. We anticipate that the number of de novo development projects underway will expand to at least 15 in 2022. As Wayne mentioned earlier, we have completed two acquisitions through the first quarter, primarily focused on orthopedic cases. We continue to evaluate strong assets with a pipeline of opportunities under LOI in excess of $200 million. This pipeline, coupled with our ValueHealth partnership, gives us very high confidence in our commitment to deploy at least $200 million in capital in 2022. Given the results we reported this morning, we are raising our adjusted EBITDA guidance to a range of $375 million to $385 million. This guidance prudently considers that we are still in a pandemic environment and in a period of inflation that could pressure margins. As you can see from our first-quarter results, we are confident that we can manage through these risks. Our teams are highly aligned, and we are executing on our initiatives across business development, recruiting, managed care, procurement, revenue cycle, and operations to achieve our goals. In summary, I am very proud of the team's accomplishments this quarter. Our company provides a cost-efficient, high-quality, and patient-centered environment in purpose-built short-stay surgical facilities that provide meaningful value to all the key stakeholders in the healthcare environment. I'm excited about our new partnership with ValueHealth and the strength of our de novo and M&A pipeline. With that said, I will turn the call over to Dave, who will provide additional color on our financial results and our outlook. Dave?

Thanks Eric. I will first talk about our first-quarter financial results and liquidity before providing additional perspective on our outlook for the remainder of the year. Starting with the top line, we performed over 142,000 surgical cases in the first quarter of 2022, 13.7% more than the same period last year. This growth was experienced across all of our specialties. When we evaluate our surgical case volume compared to the first quarter of 2021, we are reminded that the impact of the pandemic was still being felt broadly across our portfolio, but more significantly in our GI and ophthalmology specialties. We believe this was due to the timing of how vaccines were rolled out across the United States. Those specialties have returned to normalized levels in the first quarter of 2022. As Eric highlighted, we did experience some cancellations and delays in January and February that we attribute to the Omicron variant of the virus. But that was short-lived and isolated to certain markets. As we ended the first quarter, COVID-19 was not an influencer of our results. And although new variants may emerge, we are pleased with our case mix and the momentum each carries into 2022. Largely attributed to this case growth, we saw revenues rise 16.4% over last year to $596 million. This growth is a combination of the organic growth factors that Eric described and contributions from acquisitions completed in 2021. On a same-facility basis, which we report on a days-adjusted basis, total revenue increased 8.2% in the first quarter, with case growth at 6.3%. As a point of reference, same-facility case growth is 8.0% using calendar days, and net revenue growth is 9.9% on this basis. Net revenue per case was approximately 1.7% higher than the prior year period, driven by the return of lower acuity contributions from GI and ophthalmology cases returning from the pandemic, in line with our expectations. Adjusted EBITDA was $77.1 million in the first quarter, which included approximately $1 million of benefits from the recognition of grant income from recent CARES Act grants. As a reminder, adjusted EBITDA for the first quarter of 2021 included a meaningful contribution from grants of $10.7 million. Adjusted EBITDA margins were at 12.9% for the quarter. As I've mentioned before, we are diligently watching for inflationary pressures affecting our labor and supply costs. Although not immune to such factors, these were not material in the results we are reporting this morning. Our salaries, wages, and benefit costs were generally in line with the prior year and our expectations. Given the market dynamics, we will continue to carefully monitor these cost factors, deploying cost mitigation tactics to help offset this pressure, but it does represent a risk to future results that we are incorporating into our updated guidance for 2022. Moving on to cash flow and liquidity, we ended the quarter with approximately $379 million of cash, which includes approximately $42 million of Medicare advanced payments, which are recorded as deferred revenue on our balance sheet. Recoupment of these funds from future Medicare revenue will continue through the second quarter. We reported positive free cash flow in the first quarter, with just under $80 million of cash flows from operations, $54 million of distributions to our partners and CapEx and $18 million of repayments of Medicare advance payments. This positive cash flow benefited from the receipt of a portion of the shareholder lawsuit and an earn-out of a prior asset sale. Excluding these items, we remained free cash flow positive consistent with our expectations. Year to date, through April and excluding our de novo investments, we have deployed approximately $70 million on five ASC transactions at a sub-8 multiple. These centers are primarily focused on orthopedic procedures and are well positioned to support and strengthen our same-store growth trends in future years. Our pipeline for future acquisitions from ValueHealth and traditional acquisitions positions us well to be able to exceed our targeted $200 million of annual capital deployment. The company's ratio of total net debt to EBITDA at the end of the first quarter, as calculated under the company's credit agreement was 5.9 times. We expect this leverage to float in the upper five to lower six times range in the near term, as we continue to deploy capital for accretive assets. As a reminder, the company has an appropriately flexible capital structure with no financial covenant on the term loan or our senior notes. Our $210 million revolver remains available to us, if necessary. We are closely monitoring the debt capital markets for stability in light of the current inflationary measures being taken by the government and the heartbreaking conflict in Ukraine. Based on these conditions, we may opportunistically approach the market to refinance our senior unsecured notes. With the first quarter results we released this morning, we remain optimistic about 2022 and are raising our guidance for 2022 total revenue to a range of $2.5 billion to $2.6 billion. In addition, we are raising our guidance for 2022 adjusted EBITDA to a range of $375 million to $385 million from our previous range of $370 million to $380 million. We are confident about 2022 but believe this range is prudent, given the risks associated with new variants of the COVID-19 virus and the potential for increasing labor and inflation costs, which we have successfully navigated so far. We continue to anticipate the seasonal pattern of our financial results will be relatively consistent with pre-pandemic levels, with the second-quarter earnings representing between 22% and 23% of our projected full-year performance. As we evaluate risks versus opportunities in 2022, we are confident in our annual outlook and continue to see strength and momentum across multiple product lines and geographies. With that, I'd like to turn the call back over to the operator for questions.

At this time, we’ll be conducting a question-and-answer session. Our first question is from Kevin Fischbeck with Bank of America. Please proceed with your question.

Okay, great. Thanks, I wanted to go into the ValueHealth announcement today. So they take, I guess, maybe, the value-based arrangements. Are you actually taking risk there, or are you just kind of the subcontractor still getting paid on a fee-for-service basis? Trying to understand the upside potential there.

Yes. Hey, Kevin, thanks for the question. No. They put together the bundles through their value-based arrangements. Typically 60, 90-day bundles. They have lots of different approaches to it. They're able to fully adjudicate those through a TPA. So basically they give the capability for us to partner with payers and large employers to do things that they often don't have the capabilities to do. But, in general, as far as risk goes, we're not taking risk with these assessments. They are fully based on taking advantage and capturing more of the value we create versus the alternatives.

Okay, great. As we consider the guidance for 2023 and 2024, I want to confirm that this new guidance serves as the correct baseline. There's nothing to adjust. Specifically, I'm interested in the accelerated de novo growth you've mentioned. You've discussed some start-up costs; how should we view those? Are they a hindrance to long-term growth? Are they included in the figures? How should we approach this?

Hi, Kevin, this is Wayne. First of all, good morning. And relative to 2023 and 2024, you should review our current guidance that we provided as the new foundational base. The growth rates that we've stated previously will continue, and we continue to target long-term mid-teens growth rates. We believe that is highly achievable. Relative to the de novo strategy, the way I would like to frame this up for folks to think about is it really creates very little drag in the current year beyond the fact that we are accelerating these and we put more resources on that. But the way I'd like to look at it is we really have three legs to our growth engine. And two of those legs are heavy on the organic side. One being what we've been doing for the last four-plus years, which is the physician recruiting, the managed care, supply chain management, revenue cycle, and kind of the specialty expansion programs. The second one being the de novo engine. And as you know, we've been building de novos each and every year. But if you look at kind of national statistics now, de novos are growing at over 4% a year. There is a massive need where orthopedic surgeons, cardiovascular surgeons, and others are trying to find a way to separate from the current acuity environment to this outpatient setting, and they want to participate in it. And so really what this announcement today does is it simply accelerates those de novo investments. Don't view them as a drag on earnings, but just the opposite—view them as an enhancer to that organic growth engine that's associated with the de novos. And so you'll begin to see these things start to produce value next year, albeit more de minimis, because these things take about 18 months to get the full run rate. But nonetheless, by creating this pipeline this year where we think we will get up to 15 of these things up and running, both what we were doing plus this new relationship that we'll start turning out 15 to 20 of these de novos a year. And that creates a very long pipeline of further organic enhancement or growth opportunities as we get out into 2023 and 2024. And then finally, the last leg of that stool is the M&A pipeline, and that is just humming. And we are not going to abandon that at all. We still expect to deploy at least $200 million a year in capital. But we wanted to be in a situation where we could continue to consolidate the existing ASCs, but really participate in this new wave of those that want to own their own ASCs and be able to partner with those physicians.

Great. Thanks.

Hi. Good morning, guys. Congrats on a solid quarter. Wayne, I guess, my first question for you. As I think about all the docs that you've brought on over the last two to three years and also the ones that have started bringing cases to our ASCs as the pandemic started, anything you can share with us in terms of the stickiness of those docs? And how their volumes are ramping up or have stayed stable, or any color you can share with us in terms of just the volumes that they're bringing?

Yes. So Brian, I appreciate the question. One of the things we talked about when we implemented this data-driven approach to recruiting four years ago was that the value creation of these recruits really has a multiple-year compounding effect. And at the four-year mark, we can still tell you we are still seeing even revenue growth from those that were recruited back in 2018. So it's pretty exciting to see how the compounding effect of these recruiting classes, kind of cohorts as we refer to them, grow. One of the things I stated in my prepared remarks is just to give you even an environment like this first quarter where we know that certain of our communities were affected by the Omicron variant and we actually either had nurses or surgeons or patients who were ill. And despite that, even though we got many of these rescheduled in the March and April timeframe, what's really exciting is if you look at this quarter of this year and you compare it to a two-year-ago cohort, it's up 35% on revenue from two years ago. So the idea being that last year you were getting more of that run rate going, and you grow quite a bit, but in the subsequent year even more. And of course, last year's cohort is up another 20%. The thing that's most interesting is if you look at, kind of, a full year, kind of, a per annum basis, these general per annum recruiting classes generally create about 50% more revenue in year two than they did in year one, and then it's usually around 20% or 25% in year three than they did over year two, and then it even grows from there. And then you start eventually by year five or so, we think we're only in our fifth year now, but we believe we're going to start seeing more of that mid-single-digit growth. But the reality is there's a multiple-year compounding effect. And as we continue to expand through M&A, we get to overlay that organic growth engine into those then and kind of repeat this. So we think it's become highly scalable. Our team has done an exceptional job. And it's one of the reasons we think we can perform at the high end of that kind of low single-digit, potentially high double-digit organic growth range over time.

That makes sense. And then I guess my follow-up, just any color you can share in backlog. As we look at the second quarter, what you're seeing in terms of volumes.

Sure. Brian, thanks for the question. I don't know it's always hard to know, who didn't come to your facility and why. I would say that with Omicron, we've rescheduled most of those within the quarter. Some of those might have come into April. Clearly, what we saw in the first quarter was the return of GI and ophthalmology to normal levels. So if you remember last year, the timing of the vaccines actually kind of held people back I think a bit. So you really saw the most acute stuff. And now you're seeing people this year really come back for GI and ophthalmology. So it's nice to see those returning to normal run rates. I'm sure there's still some backlog out there from the last couple of years, but I don't know that it's that meaningful, because we're back to a run rate that is meeting our expectations. But there could be certain service lines that haven't fully gotten back there, but I don't think it's a major impact going forward.

Awesome. Thank you, guys.

Thanks very much. Good morning, everyone. I just wanted to understand the reimbursement environment. Wayne, you made a comment around the organic growth, and I know that you've been growing your managed care relationships. And then the first question was asked about bundles, and you're not taking risk, but I just really want to understand two things. One, as we think about the growth in these value-based contracts, how do we think about reimbursement over time? And then secondly, where are you when we think about managed care contracting?

Thanks, Lisa. So let me unbundle the question a couple of different things there. First of all, on the managed care contracting. I'd say we're kind of getting to the bottom of the third inning, which may seem, after four years in the seat here that this team has been together, you may ask a question: well, I thought you'd be further along. But the thing we try to remind folks is, we've been building a multiyear strategic approach to our renegotiations and most contracts have a three-year renewal period associated with them. So kind of year one was reestablishing the base, the procedures we wanted to focus on and where we're going. So we're now entering into that next kind of innings four through six, where now that we've got our portfolio where we want it. We've got our markets, where we wanted. And we've got certain markets where we've gotten the scale now that really allows us to move that rate environment even further over time. So we continue to see that as really an organic growth driver for us over time. Regarding the not taking risk, I think the point Eric wanted to emphasize is, we fully expect to participate in value-based care. And we actually believe we are the value, the substantial value in the value-based care food chain, right? I mean, it's our procedures that are the high-cost procedures that really need to move out of the inpatient environment into a lower-cost, high-quality setting. And what we don't want to do, though, is be distracted from all of our other growth trajectories that we have. So in this partnership with ValueHealth, they will actually take the risk on the bundle. We will get the referrals and we will get more value creation for us and our physician partners because for us to participate in this we would expect to have a better return than what we received today in a straightforward negotiation. So I view this as, for us, both a value play and an economic play, recognizing that we really do believe in the food chain. We are one of the largest value creators. And we want to get our fair share of that, but we want to derisk it by not losing focus on our strategy and we want to derisk it, that we don't need to take that risk. We can simply get the value creation.

Yes. And Lisa, I might add a couple of things there. When you think about managed care and kind of progression of relationships, we are continuing to partner with managed care to think through a lot of ways to actually kind of grow the acuity. So, as we've talked about a lot of times, ortho and cardiac, the savings per procedure is so meaningful that we're really engaged with payers on how do we do that. And that's really where ValueHealth comes in and I'll grow on that in a second. I also—we're working very closely with them to talk about creating the appropriate incentives and that includes professional fee bumps for our physicians, finding ways to make sure we're aligned on where value is created, and that's an ongoing thing. I'm also very proud of our managed care team. The one thing they do is, they're very proactive on getting ahead of our growth in facilities, making sure we're contracted for services we don't offer today, but we know what we're going to recruit for. So we have a very proactive relationship. In many cases, we're working on national agreements. In some cases, it's regional. Those are ongoing. And of course from a payer perspective, we're a preferred provider because we create so much value, happy patients, happy doctors. On value-based care, I guess maybe let me say the risk thing a little differently. With ValueHealth, while they will take some risk, the reality of it is they have a very structured clinical protocol they go through. And they have—they've already done 4,000 of these enhanced bundles—over 4,000. They had done over 15,000 procedures in their hyper-specialties. And what I would point to is when we follow those protocols, there isn't a lot of risk. It is truly just taking better care of patients, and we know that the savings is dramatic even with the payer paying a higher rate on a bundle. So, it's just a chance really to use a different approach to create new incentives to move patients to the right side of care and actually have our facilities and our positions share in that value creation. So we're excited to have ValueHealth capabilities in that area.

And should I think of Privia as being a similar relationship? And as you talked about only being in the third inning for managed care, are there incremental opportunities as I think about these other managed service organizations or other physician enablement companies that are similar to Privia?

Yeah. It's a great question. So Privia is similar in some ways. I mean Privia is clearly—what we're doing with Privia is we are aligning with the primary care groups that are really focused on creating value and eventually moving to value-based care and capitation with our savings being 30% to 50% to traditional care—traditional acute care sites, clearly we are natural partners. And we've started that relation to Montana. We're going to look at other markets. And I think there are more opportunities. When you think about any of those kind of pay biders or capitated primary care groups, we absolutely believe there's opportunity for us as the independent, right? As the independent player, we're not associated with big health systems in general. We are not owned by another payer. And so we're kind of that opportunity for them to really drive out cost in an effective way. And so, yeah, we think there's more opportunities. Again, those will be very—we'll be very careful with how we do them. And I just remind you that even in a fee-for-service world, we're a value-based player. And so we start with that simple construct and then where we can build upon that with the right partners we will.

The way I would look at it is, as Eric said, the ValueHealth and Privia relationship provides another referral source to our facilities with an opportunity to participate in the upside. We're going to be intentional and deliberate in how we roll these out. I can't emphasize that point enough, so that we don't distract from what our surgeons are doing today and our facilities are doing. But this is something that Eric has been working on for a couple of years now and I am super excited how these things are all starting to hit now.

Hey, thanks. Eric, as we start to see the strategy around cardio coming to focus, I think you referenced the need to put some capital around this. Any way to size it? I don't think the numbers are big, but just trying to really think about what you need to spend and build out and invest in, in order to facilitate this initiative?

Sure. Whit, great question. I appreciate the question on cardiac. So we—if you think about—I think we've talked about this before, we have 60% of our facilities today who have fluoroscopy capabilities, and for those facilities today they can start EP and cardiac rhythm management procedures. Think about pacemakers and lead extraction procedures. So there's already a fair amount of our facilities that are capable of doing those. And we plan to launch—I think it's nine or ten of those programs this year, so getting cardiologists into our facilities using the existing equipment. As I go forward, every time we expand facilities—and I would mention we do that all the time. We've had three new facility expansions this year, one that just opened this week. And every time we're doing that, we're now scanning beyond just our typical recruits to look at the cardiology market and say is this the time to think about putting in a cath lab. So cath labs obviously are more expensive. But I would remind you we finance those facilities on the expansion. So it's not a huge capital drain because of the way cardiology has been protected, there's a lot of margin—there's a lot of savings opportunity with acute care health systems over time that's dramatic. And so we think these are going to be quite accretive. A lot of it comes down to getting doctors comfortable both that and kind of working through some structural impediments like employment. But the capital drain, if you think about those, I mean cath labs are going to be a million for the equipment. You've got specialized rooms. In some cases—and this goes back to the de novo strategy, one thing that's a little different about cardiology is this is going to be a nuance, but you don't have to go behind the red line. And so if they're coming into a traditional facility, they have to scrub in, they have to actually do all the things that normal surgeons do, which they're not used to doing always. And so, as you think about building out these facilities there are times for cardiology that increasingly those could be de novo just to be more site-specific. But we're also adding that capability into other facilities, but it won't be a big—it will not be a big capital drag this year. I think as the years go along and we start putting true cath labs into these and we have a couple of those in the pipeline, that will be a little bit more capital-intensive, but quite honestly, the savings that we drive per procedure and how accretive cardiology can be for us makes that ROI really, really strong.

Yes. And maybe just a follow-up. I think Wayne you said—sorry moving a little slow this morning. 15 de novos a year, is that sort of the new target? And if so what's a good expectation around our expectation for start-up losses, I think you get to adjust that in your bank definition of leverage, but it should presumably be a headwind on the income statement. I'm just trying to appropriately think about that.

Yes, I wouldn't view it as much of a headwind. With these ASCs, one of the things you should know in our relationship with ValueHealth that we find incredibly intriguing is that we are signing up these only when they are already started, syndicated with the docs that we believe are the right growth docs, and then we participate in our ownership. So, first and foremost, we have de-risked even the losses that come from the beginning of these de novos quite meaningfully. And so I don't really anticipate much of an adjustment on any of these kind of ASC-size level de novos like we did with Idaho Falls, which as you know was a very sizable $100-plus million de novo investment. In this example, I don't think we would anticipate—and our outlook right now reflects what we view as kind of a run rate of de novo losses that we would expect both this year and going into next year. And then you should really see a rapid ramp-up. But if we do have anything of any consequence, we would spike it out. But I don't think you should look at it as anything we're carving out. I think we're going to let that run into our core run rate.

Yes. If you think about the doctors we will basically look, and we syndicate something. We're looking at those physicians. What procedures they do today, what they think they're going to be able to bring to the facility. Obviously, we look at that very closely. And so we have a pretty good idea—there's always some timing around contracting. There's always some timing around startup stuff. But within a year—within that 12-month period, if we have syndicated this in the appropriate way and the right specialty, I think within a year any losses should be outrun. So, I think if you think about that first year you might not have a lot of EBITDA. But as you go forward then, you're starting to ramp up on 12 to 24. And of course, the same-store opportunity here is amazing. So yes, I agree with Wayne, it's not going to be a big number there in the early years.

Okay, that’s helpful. Thanks guys.

Hey, good morning. I wanted to ask about organic growth. So, you mentioned that case mix has returned to pre-pandemic levels. In terms of capacity utilization in your centers, for example, in the scheduling, how are they trending versus 2019 levels? Could you help us understand the potential productivity upside there? Thanks.

Yes. So, Tao, let me take a shot at this. I think we have plenty of capacity and where we don't we're constantly addressing it. It's not a super huge capital lift to create capacity for our centers. And so, in general, we are able to meet the ongoing demand, and we have plans—we always are planning to make sure that we don't run out of capacity to meet the demand that's coming. If you think about compared to 2019, clearly, utilization percentages are going up when you see this kind of case growth. What's interesting—and you see this show up in the first quarter because so much of the return in GI and ophthalmology is affecting kind of the overall growth. We grew same-store revenue by over 8%. We're proud of that. A lot of more of that was in case growth than per case pricing than you're used to seeing. And that's just a sign of the return of some of those lower acuity really high-margin procedures. Because we're still—as we mentioned, we're still growing orthopedics quite strongly. So, I would say that we're not worried about capacity. We are constantly looking to add that. I mentioned we probably had I don't know six or seven facility expansions in recent months just to make sure we stay ahead of that. But as far as our ability to meet the growth in demand without much capital—without a big capital outlay, we're quite well-positioned.

And Tao, one thing I would highlight is we've already exceeded all pre-pandemic levels over the last several years. So, like we're back on core run rate from our perspective and growth. Obviously, what we saw in January and February of this year was temporary with the variant, but it puts a little pressure, but that quickly gets rescheduled. The one thing I want to highlight that Eric brought up though is—the capacity is there. And a reminder we don't generally do surgeries on Saturdays and Sundays. And right now that has played very well to our advantage as it relates to retaining staff and our nurses and the flexible environment we have for work. But if we ever got to, what I would call, a capacity issue we always have the ability—like we generally do around the December timeframe to open up on weekends on Saturdays and Sundays. And again, we don't think we need to pull that lever. We've got enough capacity still to grow in our facilities. But we've always got that extra kind of two days a week we could always implement if we ever felt like we were getting to a point that there was so much demand that we needed to open up on Saturdays and Sundays. And some patients love that opportunity if that was available to them. Right now, we haven't made that available. But it is another flex point that we have.

Sounds good. That makes sense. My second question—my follow-up is really on the kind of the interest rate environment we're in today. You mentioned that you're probably looking for—looking to refinance the senior unsecured note opportunistically. I think with the fast increase of interest rate, what kind of rate do you expect to get if you refinance that today?

Well, Tao, let me start by saying at the current rate environment, especially in the high-yield market, it's virtually a non-existent market right now. And we would expect it to open up at some point. But from our perspective, it's opportunistic for us. We have between our revolver and cash at parent over $0.5 billion. We have no debt coming due for another three years. And I'm going to let Dave highlight for you what we've done around the variable portion of our debt, because we took a number of initiatives in the last several years that has positioned us well for exactly this moment in time. So, the issue for us on our 10% debt is simple. It's a 105 call and where rates are versus the economics of a 105 call. It doesn't make sense right now. So we'll be patient. It could make sense as early as a month from now or six months from now and we'll see. But that call premium goes down over time. And so—but we'll be opportunistic. And so, it's hard to say where we would finance today, but I think it's going to get better over time, and markets will start to generally write themselves. Dave, maybe highlight though how we've derisked the portfolio on the variable debt we have.

Yeah. Sure. So just as a reminder, the $2.5 billion that we carry at the parent company for debt, the $1.5 billion—just over $1.5 billion of that is in our term loan, which does carry a variable rate associated with it. But a few years ago, we began a hedging program where we basically have swapped out the interest rate to a fixed rate coverage. 90% of that debt is now covered by that interest rate swap. The remaining portion of that is covered by interest rate caps that we put in place last year, which effectively limits our exposure to 75 basis points inside that term loan to changing rates. So, very, very pleased that we've captured, I think, a lot of the risk associated with that, which means the risk that we have right now really just comes down to the economics Wayne was just talking about. When does it make sense for us to take out that call premium? What are the rates need to look like? And what does the market look like? And you can be assured that we are monitoring that market to find when it does make sense. But again, it's opportunistic. So, we'll be disciplined about it.

Got you. Thank you everyone.

Thanks, Tao.

Our final question is from Jason Cassorla with Citi. Please proceed with your question.

Great. Thanks. Good morning. Just to piggyback on the questions around Privia and the ValueHealth relationships around value-based care. Just interested if this approach marks more of a shift away from conversations for JV, specifically with hospital partners at this time or how should we think about that hospital JV opportunity, I guess in aggregate just given the backdrop the acute care industry is kind of facing right now? Thanks.

Yeah. Thanks for the question, Jason. I don't think it is a shift away from that. I'd be clear ValueHealth actually has a lot of strong hospital relationships that we think we can build upon and potentially participate in. We are going to be opportunistic with partners that are as progressive as we are and how they think about this. Because we want partners who are actually committed to the move, the transition not just kind of playing defense, and it's a tough thing for health systems. And so, where we are actually engaged in a lot of really meaningful conversations with health systems in the right markets, we take our independence seriously, because we think that's an advantage for us with managed care players and others. But at the same time, there are like-minded health systems that want to be part of the solution. And we've got ongoing conversations. I think some of those could happen because of the ValueHealth partnership, because they do have strong relationships with some really, I think, forward-thinking payers or health businesses from what we can see. And then, we've got some other things that I think you'll find quite interesting as the year goes along. We haven't hit on that today. We've got enough to cover today. But certainly, I wouldn't say we're moving away from that but we are going to be selective, and it's got to line up with how we think about the value-based transition.

Got it. That's helpful. And then just interested on your commentary around the de novo front and thinking about that 18-month lead time that you suggested in the opportunity there. Is that 18-month from, I guess, negatively impacted by the labor environment to build these facilities and I guess just inflationary constructs that's happening right now or would you consider that 18 months more normalized as we think about de novo opportunities moving forward beyond the current backdrop? And then just quickly on that, if these de novo builds are more on rounding out your current markets or is the focus of the de novo is kind of a new market entry approach would be helpful? Thanks.

So let me start with the economics and I'm going to let Eric talk about the more strategic approach to how we're targeting markets and where we're going with this. First of all, in the economics the current environment actually plays to our advantage not our disadvantage, crazy as that may sound. But I would remind you we don't own facilities. We don't—that's not our plan, we're not in the real estate business. So generally, most of the facilities that we build out on a de novo basis are generally around somebody else serving as the owner and us leasing the property and then fixing it so that it meets our needs to be able to run and operate our facilities. And so, in many cases while that may put some pressure on those that have been building them, many of these as we've entered into these partnerships have already been down that path. They've already received their financing, they've already locked in on where they're going to go. Over time, that may put some pressure on them around their economics and that could affect us in terms of what we pay in a lease payment. But I just want you to be aware that from our perspective, there's a lot of properties becoming available in this new virtual environment that we're in, and that's actually putting positive pressure for us in terms of lease rents, and where that could go over time when there's a lot more facilities available. So net-net, call it neutral, if you wanted to be a little bit conservative. I don't necessarily see it, though, as a major headwind around what we're doing kind of prospectively around this. What I'm more excited about is that these doctors we run through our data analysis, so we know their volume. We know exactly what they do in every market. We know exactly what specialty is in, and they're already syndicated before we enter into our partnership. So what you have to look at really that's unique here too is if anything the model has been de-risked, while accelerating over where we've been at historically. So I think we'll have a shorter timeframe on getting to profitability, as Eric said. I think we'll get there very quickly because of the doctors we know that exist. And we'll be able to overlay on day one our kind of synergistic approach to our managed care rates, our revenue cycle management, etc., that we're now finding we can do at scale and do it quickly.

Yes. Maybe just to build strategically on this. Number one we're excited about having access to ValueHealth team that's out there doing this every day. They've got a big pipeline. We have a top-notch team in M&A, as you guys have seen. I put our team up against anyone. We win more than our fair share out in the market when we go to compete, but de novos have been something we've done opportunistically a couple of years never to this extent. And so having an extension through a partnership of a team that does this every day and that brings the expertise ValueHealth to us is quite attractive for us. I would say you asked the question around new markets or existing, it's both. I mean certainly we like to—we have—for example we have a de novo we're building in North Carolina that complements our surgical hospital in Raleigh-Durham area. So we do find those opportunities in existing markets. But honestly, in some markets where the acuity hasn't moved yet, you have to start with a de novo kind of strategy. And so it does open up some areas for us to play off in. So, I think that's both on that. To get to the timing, let's put aside a second, the current supply chain as you can just say typically 12 to 18 months to build out once syndicated. So, there's a whole effort and that syndication period can be quick. If it's a group of docs really interested or it can take 12 to 18 months, right? So that whole period is a significant amount of time before you get to construction. Now we have in certain markets, like we've seen some states that have really struggled with permitting. They've gotten behind uncertain things. We certainly see some supply pressures here and there. But to Wayne's point, I don't see that as a—it’s not going to be something that, it's a detriment for us getting these done, and honestly, what we're trying to figure out is wherever we can instead of doing completely greenfield, how do we do brownfield, how do we find facilities that may allow us to cut time off that. So we're very, very focused on shortening that opening time as much as we can within some limits. And there certainly are some places, where we have some pressure because of the supply chain disruptions.

Great. Thanks.

Hey, guys. Thanks for squeezing me in here. I was curious about the performance of the Idaho Falls Hospital in the first quarter. What EBITDA contribution was there? And how that facility fared through Omicron, specifically with regard to premium and agency labor utilization? Thanks.

Hey, Ben, good morning. I'm going to let Eric really get into how it's performed operationally, especially during this unique environment and around some of the pressures we've seen on the labor front. But relative to expectations, it's performed better in the first quarter, slightly better than what we had expected, which we're encouraged by because of what we saw from the variant in January and February. So I would say, relative to where it's going for the remainder of the year, if the trends continue, we're very optimistic about this driving the long-term value that we told our shareholders was there. But Eric, maybe comment a little bit though on what we've seen on kind of the inflationary fronts.

Yeah. Well, as we've talked about before with Idaho Falls, this is a market we love. We're well positioned in this market. And we've built this hospital because of the opportunity we had to really make differential—make a difference in the kind of the access to really lower-cost care, high-value care and capture market share. We still feel really good about this marketplace. Omicron—COVID in general did have a dramatic impact on this hospital, right? So the strategy here was very ER-based, service line-based, trauma-based. Some of those things are now coming to fruition, which is great to see. But there's no doubt, and we've talked about this, that opening a new hospital, a new acute care hospital in the middle of a pandemic is not perfect timing. With that said, we're right back on to the pace we've got delayed, but we're now starting to see the things that we expected to see when we started. The hospital was slightly profitable in Q1. We're obviously not—we have to be above the line. We've moved that up. I think it was fourth quarter of last year, and we expect it to stay there. We are working with local physicians there to really build out great programs, whether that's our trauma designation or other higher acuity services like cardiology. So as the COVID impacts fade, our ability to get the state inspectors out, our ability to get the licensing done, our ability to recruit the positions we need in has really been enhanced, and we're seeing real progress there. So I would tell you, green shoots better than our expectations for Q1 and still feel really, really good about the market.

Our final question is from Sarah James with Barclays. Please proceed with your question.

Thank you. So we were viewing 2022 or 2023 as the year that you guys kind of flip to self-generating cash flow to fill the $200 million commitment for M&A. And I'm wondering, if your timeline shifts on that at all given where you guys are with de novo commitments and the new JV?

Hey, Sarah, it's Dave. I – let me take that. You're right, we did say in our last call that this was the year that we turned free cash flow positive based on our view of how the year is going to roll. And basically, there is a magic number that turns us into that positive territory. And as we finish the first quarter, as you can see from the results, we're starting to experience some of that favorability occur. We won't be in the position, to be clear, in 2022 to be able to fund all of that with free cash flow. However, I will remind you that we're north of $500 million of liquidity, as Wayne mentioned a little bit earlier. So we find—we have a way to kind of bridge to get there, and we continue to grow. I'll say this in direct response to your question. There is nothing in the first quarter that suggests we are going down a different path than what we have previously said.

Yeah, I just I would add on this cash flow positive discussion. It's great. It's a big milestone for the company this year. We do plan to be cash flow positive this year. That rapidly accelerates in the coming years, as we've discussed in the past, because you have things like the TRA agreement and other things that fall off. And so, we're excited to see that light at the end of the tunnel as far as when we start funding our own acquisitions fully. With that said, we've got amazing opportunities we're going to we're not going to miss out on along the way and cash flow is going to follow that. So we're excited about where we're going. This year, making that step to positive cash flow is a big step that we committed to and we feel good about our ability to deliver on that.

Great. Thank you. And just to clarify, one of your earlier comments, you guys mentioned that you're seeing high retention of clinical labor and premium labor costs in line with pre-pandemic. Are there any numbers that you can offer around either of those stats? Just you can understand where you are on a comparative basis?

Yeah. So let me try to answer that. I would say that as far as numbers, let me just kind of ground you in this fact. So, we look at all the time premium labor, not premium labor. It bounces around from quarter to quarter. What we care most about is what is our core staff doing? Because if you think about how we staff, we staff—we strive to keep full-time people very stable to meet the core business. And then we have fluctuations throughout the year, throughout the quarter where we use flexible labor, PRN staff. That's the staff that's been hardest through the pandemic, and that's where you can get a lot of premium labor that you either have to use over time with your existing staff or contract labor that that percentage of what percentage of workers we use to cover that is the same as it was pre-pandemic. So that—I would just tell you that should give you great confidence that our core staff that really makes it happen in our facilities are well-positioned. I won't give you a stat there because it does move around, but in general, we are back to where we were prior to that. I'd also just point out from a labor perspective, Wayne describes this well, but when you think about our employees in our facilities, they get to work on just the specialty they want to be. And they're not in a facility where they get pushed into lots of different things. So if it's an orthopedic surgical nurse, they get to do orthopedics. They often have known our physician partners for years. They like the environment we have, which is very, very much a focused factory that's based on high quality, that's based on driving an extremely differentiated patient performance. And so, we feel like, again, that's a strength of ours. We're going to watch it closely and we continue to work on every opportunity we have to drive savings. Okay. With that said, I think we've come to the end of the call, and I—before we conclude, I would like to just acknowledge, as Wayne did at the beginning, the significant efforts and focus of our 11,000 colleagues and 4,600 physicians. Collectively, we take to heart the responsibility for providing the best environment for physicians to perform exceptional procedures of the highest clinical quality for our patients. We know that more than 600,000 patients annually place their trust in us in what are often the most vulnerable moments. I'm privileged to work alongside my colleagues in the company of the physician partners we have as we work to more fully deliver on our mission, which is to enhance patient quality of life through partnerships. So, I want to thank you all for joining the call this morning and have a great day.

This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.