Greetings. And welcome to Surgery Partners' Fourth Quarter 2018 Earnings Call. At this time, all participants are in listen-only mode, a brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded.

It's now my pleasure to introduce your host, Tom Cowhey, Chief Financial Officer. Thank you, you may begin..

Good morning, and welcome to Surgery Partners' fourth quarter and year-end 2018 earnings call. This is Tom Cowhey, Chief Financial Officer. Joining me today is Wayne DeVeydt, Surgery Partners' Chief Executive Officer.

As a reminder, during this call, including during the Q&A portion of the call following our prepared remarks, 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 under the heading Risk Factors in our most recent Annual Report on Form 10-K and in the other reports we filed with the SEC.

The company does not undertake any duty to update such forward-looking statements. Additionally, during today's call, the company will discuss certain non-GAAP measures which we believe can be useful in evaluating our performance. One such non-GAAP measure we are introducing for this quarter is adjusted revenue.

As Surgery Partners recently implemented Accounting Standard 606. This standard essentially combines the previous expense provision for doubtful accounts into our net revenue presentation.

Net revenues are thereby reduced with a corresponding offset through the elimination of bad debt expense with no net impact to our adjusted EBITDA or bottom-line financial results.Adjusted revenue preserves the previous presentation for comparability purposes.

The presentation of this and all additional information should not be considered in isolation or 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 our most recent Annual Report when filed.

With that, I'll turn the call over to Wayne.

Wayne?.

Good morning.Thank you Tom, and thank you all for joining us today.We have a lot to cover this morning.First, I'd like to review some highlights from our fourth quarter results. I will then provide an overview of the strategic initiatives that we implemented in 2018 to drive sustainable double-digit long-term adjusted EBITDA growth beginning in 2019.

Finally, I'll turn the call over to Tom to provide further details on the financials and our 2019 outlook.

Starting with the quarter; this morning we reported fourth quarter 2018 adjusted revenues of $0.5 billion and adjusted EBITDA of $73.3 million, primarily as a result of our strategic initiatives that continue to show solid progress in the fourth quarter of 2018.As we look deeper into the quarter, adjusted EBITDA grew by 14.7% over the fourth quarter of 2017, this represents the first quarter where national surgical healthcare results were fully reflected in the prior year period.Same-store revenue increased by 7.4% from the prior year quarter.adjusted EBITDA margins improved by 100 basis points versus the prior year quarter with adjusted EBITDA margins reaching 14.9%, and this improved margin profile occurred with government payer mix that increased by nearly 2% when compared with our prior year quarter.

These trends including our second consecutive quarter same-store case volume improvement when combined with improving margins continue to be encouraging, providing us with the expected momentum as we build sustainable platforms and position our company for future growth.

Turning to our long-term strategy; over the past year we've been focused on reinforcing and building upon what we do best, operating high quality short-stay surgical facilities.Throughout 2018 we've taken a data driven approach in analyzing strategic opportunities and challenges across our portfolio and divesting or closing those assets that are not aligned with our growth goals.We also made substantial investments in platform consolidation which eliminates execution distractions, provides data analytics that enable agility and decision-making, and effectively leverage our platforms for G&A efficiencies.And finally, we invested in our business with a priority placed on organic volume and revenue growth along with margin expansion and capital deployment focused on high growth assets.

Some key accomplishments in 2018; we pruned our asset base of non-strategic lower growth assets representing a total of over $100 millionin annualized revenue.We recharged our organic growth engine resulting in same-store facility revenue growth in Q3 and Q4 of 11.4% and 7.4% respectively; this is the result of both improved rates and case volume with Q4 representing our largest same-store case volume as compared to the previous six quarters.We leveraged our scale resulting in improved results for our physician partners and margin expansion for our shareholders.

This includes sustainable run rate supply chain savings along with a 10% plus reduction in corporate headcount net of our reinvestments in the business. We invested in our infrastructure which includes but is not limited to 79% of our surgical facilities and clinical practices migrated to our in-state patient accounting platforms.

95% of our surgical facilities in clinical practices migrated to a common claims clearing house, and 84% of surgical facilities integrated into a centralized data warehouse.We also rebuilt our M&A pipeline with over $100 million in capital deployed in 2018 at a sub-7x[ph] effective multiple.

And finally, we took these actions while maintaining a strong focus on clinical quality.As an example, in February of this year, CMS updated it's overall hospital quality star ratings recognizing 293 or less than 10% of hospitals with 5-star ratings.We are pleased to report that 4 of our surgical hospitals received a 5-star rating in the most recent period;further confirmation of our commitment to clinical excellence.

While we are proud of these many accomplishments, we also realize that sustainable long-term growth requires a maniacal focus on execution and a proactive approach to eliminating headwinds that could impede our growth goals.While there were several headwinds impacting our growth in 2018, one headwind of particular importance to our company relates to our ability to resolve matters that are the subject of the civil investigative demand letter we received from the Federal Government in October 2017.As previously disclosed in SEC filings, the investigative demand letter was for documents and information dating back to January 1, 2010 relating to medical necessity of certain drug tests conducted by the company's physicians and submitted to laboratories owned and operated by the company.

We are currently in discussions with the government about resolving potential claims relating to these matters.

Based on those discussions which are still ongoing, we recorded a charge of $46million in the fourth quarter related to these matters.We currently expect this charge to be sufficient to cover a potential settlement with the government related to these matters and certain related legal expenses.

It is important that we put this matter behind us so we can ensure our focus is in providing exceptional clinical care to our patients and services to our physician partners and associates.This investigation relates to a chapter of our past that we are looking forward to closing shortly with Federal investigators, as we continue to improve in our culture of innovation, compliance and accountability.

Of course 2018 was just the start of building our new culture, this is an exciting time for our company and I feel privileged to be part of this great management team at this transformational period.

I'm especially encouraged with our early track-record of execution which we believe will be further complemented with the addition of Eric Evans as our Chief Operating Officer effective April 1.

Eric brings over 15 years of industry experience to our company,and will play a key role in continuing to implement our growth strategy and deliver value to our stakeholders.

Before I turn the call over to Tom, I would like to close with some important initiatives that we began in 2018 that are expected to begin to create meaningful long-term shareholder value beginning in 2020 and beyond.As you are all aware, the noble [ph] investments are highly accretive way of growing organically but generally have a long digestive period from initial investment to initial returns on investment.In 2018, we began this journey with two of the largest and noble investments in our company's history.

The first of these two investments is the Idaho Falls Community Hospital, the state-of-the-art 88-bed facility will include emergency room and ICU services and will complement the broader healthcare ecosystem that we have built in the Greater Idaho Falls Community and surrounding territories.

The second of these investments is The Villages Ambulatory Surgery Center which is located in the nation's premier active adult retirement community just northwest of Orlando, Florida, in partnership with The Villages Health, the largest multi-specialty practice group in the tri-county area.Surgery Partners will be the exclusive owner and operator of The Villages Multi-Specialty ASC serving it's over 120,000 residents and growing, and supporting The Villages help more than 40,000 active patients.Both of these investments are expected to open no later than the first quarter of 2020 and to be significant contributors to our long-term organic growth.

With that, let me hand the call back over to Tom for an introduction and overview on our fourth quarter financial results and initial 2019outlook.

Tom?.

Thank you, Wayne.Today I'll spend a few minutes on our fourth quarter and year-end 2018 financial performance starting with some of our key revenue drivers, then moving on to adjustedEBITDA, cash flows and our 2019 outlook.

Starting with the top line; we ended the year with strong revenue growth achieving approximately $500 millionof fourth quarter adjusted revenues, up 8.5% as compared to the prior year quarter.

Our full year adjusted revenues rose to just over $1.8 billion representing year-over-year growth of nearly 35%, primarily related to the August 2017 acquisition of National Surgical Healthcare.Surgical cases also increased to approximately 137,000 in the quarter and we ended the year just below 521,000 cases representing year-over-year growth of 11.2%.

On a same-store basis, total company revenue was up 7.4% from the prior year quarter.For the full year, our same-store revenue was up 5% driven by higher net revenue per case, partially offset by a small decline in volumes.As we reflect on our quarterly trends in cases and revenues we are quite pleased with the progress we have made regarding our strategic initiatives around physician recruitment.In 2018, we recruited over 500 new physicians that began using our surgical facilities to provide services to their patients.The impact of these new physicians is particularly evident when comparing our first half volumes to our second half, as same-store volumes improved from a net decline of 2.7% in the first half of 2018, as compared to second half performance of 1 percentage point of volume growth, nearly a 4 percentage point swing.

Turning to operating earnings; our fourth quarter 2018 adjusted EBITDA was $73.3million, a 14.7% increase over the comparable period in 2017 bringing our full year results to $234.8million, consistent with the high end of our previous guidance range.Our fourth quarter adjusted EBITDA margin improved to 14.9% from 13.9% as compared to the prior year period, and on a full year basis,our adjusted EBITDA margin also increased by a point to 13.3%.During the quarter we recorded approximately $8.4million of transaction, integration and acquisition costs including over $3million of cost associated with recent headcount actions and additional onetime cost to implement some of our 2019 cost savings initiatives as we continue to integrate legacy NSH processes under one corporate umbrella.

Over the last several quarters we have been transparent with investors as we focused management time and effort on our core short-stay surgical facility business, and also shifted focus away from our ancillary and optical segments.We explore strategic alternatives for optical segment and completed the sale of two of those component businesses in 2018.We also closed or consolidated 16 physician practices and brought much of our lab business in network.Consistent with this strategic shift and our current outlook for these businesses, in the fourth quarter of 2018, we took a $74.4million non-cash goodwill write-off in our ancillary and optical segments.Further, as Wayne discussed, we also recorded a charge of $46million relating to pending matters with the Federal Government.We are pleased that we continue to make progress to eliminate distractions at our ancillary and optical businesses so we can continue to focus management time and effort on the core elements of our growth strategy.

Moving on to cash flow and liquidity; at the end of the fourth quarter the company had cash balances of approximately $184million and approximately $71million of availability under our revolving credit facility.Of note, during the fourth quarter Surgery Partners had net operating cash inflow defined as operating cash flows less distributions to non-controlling interests of $16.6million.We deployed approximately $52million for the acquisition of a majority interest in 3 ASCs, and we used approximately $62million for payments on our long-term debt.Based on the current status of our discussions with the Federal Government we project that we will pay any potential settlement out of currently available resources.

The ratio of total net debt to EBITDA at the end of 2018 calculated under the company's credit agreement declined sequentially to approximately 7.7x, primarily as a result of higher trailing 12 month credit agreement EBITDA and the positive impact of October acquisitions, net of divestiture activity.The company has an appropriately flexible capital structure with no financial covenant [ph] on the term loan or a senior unsecured note.We continue to project that the company's total net debt to EBITDA ratio should naturally decline overtime as our business continues to grow but may fluctuate on a quarterly basis based on timing of cash flows.

I'd now like to turn to our 2019 outlook.In considering our outlook it is first important for investors to understand some of the headwinds and tailwinds that are facing our business in 2019.The primary headwind that we considered was that the company undertook substantial portfolio optimization efforts in 2018; all told, we project that entities that are not part of our current portfolio would have achieved over $100 million of 2018 adjusted revenue, and as a group, they contributed positively to our 2018 adjusted EBITDA; those revenues and profits will not recur in 2019.

Some of the tailwinds that we consider for next year include improving same-store volume and revenue growth dynamics in the second half of 2018 that we expect to persist and accelerate into 2019, the annualizationof our 2018 acquisitions including 3 ASCs that we acquired in late October, the expected impact of our efficiency efforts including insurance consolidations and completed headcount actions, and the expected benefit of our ongoing procurement and revenue cycle efforts.As we consider these headwinds and tailwinds, we believe that our year-end 2018 adjusted EBITDA represents a reasonable baseline off which we can grow at a double-digit rate in 2019.

We also project that we will grow net revenues by low single-digit rates in 2019 despite divesting nearly $100 million of annualized revenue from our 2018 reported results.When normalized for these divested revenues, our 2019 growth is projected to be high single-digits.

As a matter of prudence, we do not include the impact of unidentified M&A in our forward outlook as we want our teams focused on deals that meet our long-term strategic objectives, not a short-term earnings goal.Also as Wayne indicated, we do not anticipate that our noble [ph] facilities in Idaho Falls and The Villages will open until the first quarter of 2020.In the event that these facilities open in 2019 we plan to exclude their operating results from our adjusted EBITDA presentation.

One final thought on our 2019 outlook.

While we do not provide quarterly guidance, the impact of our portfolio optimization efforts will be more prominent in the first quarter of 2019 resulting in mid-single digit year-over-year adjusted EBITDA growth rates.We project that this impact will subside as we progress throughout the year resulting in accelerating year-over-year growth rate by the fourth quarter.

Our new management team spent the last year executing on a new strategy, and it's exciting to be able to see the beginning of those efforts in our fourth quarter results and our 2019 outlook.

Same-store volumes are growing again, cost efficiencies are manifesting themselves in our results, our M&A efforts are paying dividends and we are planting new flags with our denovo[ph] activity, a combination that we project will enable 2019 to be the first year of multiple years of double-digit adjusted EBITDA growth.

With that, we'll open the call for Q&A.Operator?.

[Operator Instructions] Our first question is from Brian Tanquilut with Jefferies..

It's Jason [ph] for Brian this morning.

First question, on -- embedded in your 2019 outlook, can you just comment on what you're thinking as far as same-store revenue growth; should we expect similar performance to kind of the second half and then some acceleration in the second half of '19 or you know, just kind of how you're thinking about the trajectory of organic growth in 2019?.

Jason, good morning.If you think about as we talked about what we see as the parameters for organic growth, normally you would target 2% to 3% in rate and then 2% to 3% in volume.Obviously, we're very encouraged at what we saw from a volume perspective, and especially the trends in the back half of '18.So I would actually anticipate our volumes probably to be more to the upper end of the 2% to 3% overtime, and then on the rate side if you remember -- if you look at our book-of-business, a substantial part of our book is still Medicare-related and so obviously, the ability to be at the 2% to 3% within that range -- probably close to the higher ends overtime, but again, that's -- as we renew commercial contracts it takes about 3 years to get fully through the cycle.

So I wouldn't necessarily take what you saw in third and fourth quarter because there was some low hanging fruit for us to go after very aggressively, but I think long-term sustainable rate we should think about for '19 and beyond is kind of in that 2% to 3% rate, 2% to 3% volume; so 4% to 6% range..

Jason it's Tom.

A couple of things I just might add; mix matters and as you look at our mix in 2018, some of the places where we feel a little bit short relative to our expectations were in some of those higher or lower rate but more frequent cases, so kind of high volume low dollar cases.And so as that -- some of that volumes come back, you might see a little bit of a negative impact on the rate line there but that would be incorporated in and consistent with our volume guidance that we talked about.The second thing I would point out is that as you look at the business and you look at the way that we've historically reported same-store, we actually include the ancillary revenues in the numerator of that, whereas they have an adverse impact because there is not really surgical case volume associated with them.As we go into 2019,we're evaluating whether or not we actually might pull those out and strip this down,so it's more of a surgical same-store metric for investors..

And then, just -- any update on the physician recruiting side; are you still adding headcount and investing there or are you comfortable with the level of recruiting heads that you have right now?.

It's a great question.

I would say right now we actually like the run rate of our current headcount that we have.We're not looking to add at this point in time.As you know, there is -- you always get to a point of diminishing returns, we're not sure we're at that point yet but this will be an important year for us.The trends in the back half of the year were quite substantial with the number of new physicians we've recruited.And so we'd like to see if those trends continue in the first quarter or if they start to level off.But I'd sat at this point I think we're going to go into this year with full run rate impact now of what we think the right headcount level is.As you know, we ramped up that recruiting team throughout the year last year, so we'll get a little bit of a headwind from the G&A load for them for this year, but clearly, we're getting more than an offset tailwind from the volume that's coming from the physicians that are being recruited.But for now we're going to watch and see the first quarter, if those trends show there is continued momentum, we may hire more..

Our next question is from Chad Vanacore with Stifel..

So in 2018 you did roughly $100 million in acquisitions;should we expect that to be about the same level in 2019?.

We're going to still target in the $80 million to $100 million annually overtime is what we plan to deploy. I would say that we're finding that assets that are available in the market in some cases are becoming a little more richer.

I don't think we're a surprise anymore to people, so we're going to be very selective on those transactions.But I would say overtime that that's our targeted ranges, the $80 million to $100 million, and we're going to continue to move down that path this year.We've got pipeline already, we've got some LOIs signed, we'll see if we get them over the finish line but that's where we're at..

Did you mention that seeing assets a little bit richer but I think in your prepared comments you said that you were seeing assets or get acquisitions that are sub-7x EBITDA; is that right or how does that compare with historical?.

Yes, the items that we transacted on last year, we finished at a sub-7x[ph] multiple which we find highly attractive.So we felt very good about the assets that we got, and we feel very good about the markets in which we targeted.What I'm referring to -- where we're starting to see some of the valuations creep up with is on what I'll call a pure play specialties in MSK.

I think we're a little bit of a secret last year and people weren't paying attention, and we got into some of these markets and we're finding that those valuations are moving up more into the 8x and 9x range, and not that we don't still find that attractive, especially relative to our current multiple but we still think there is a lot of ASCs, over 5,000 ASCs out there and many of those are in the attractive specialties we like.So we'll just be selective, and if we find it generally we get better multiples on non-broker deals than broker deals, and we like the idea of not just sitting in a tree and waiting for the opportunities to come but to actually get out and hunt for those opportunities.

So we've got a nice pipeline of both, in-market, as well as broker opportunities in front of us but we're going to continue to be selective like we were last year.And just as a reminder, last year we targeted $80 million to $100 million, but it really wasn't talked over 31st, so we got half of that done because we just weren't liking where some of the multiples are falling out.So I think we'll continue to target that, I don't see that changing but we'll be very selective..

And on the flipside of the acquisition you've got dispositions; you said you disposed of about $100 million in revenues in 2018. Can you give us an idea of what you did in the fourth quarter? I think you had a couple of surgical hospitalsthat you were going to deal with.

And then what's left to be done in 2019?.

So I'll let Tom talk about the two surgical hospitals because those actually were disposed of on the last day of the year, and actually represents the vast majority of that $100 million;I'll let Tom give you some statistics there.But I would tell you, relative to going into 2019 and printing activity, the good news Chad is that we've really done what I would call the heavy lift in '18, those items that weren't core to our long-term strategic growth goals.Now in 2019 I'll never say that we're done with pruning but now our shifts moves more into the -- are we better off owning the asset or not, can we grow at a rate faster than what we could grow other assets if we redeployed the capital differently.So, now I would say we're moving into what a mature pruning organization should look like.And so I do think there could be some in '19, I would tell you I don't have anything specifically targeted right now but I will tell you we are looking at our entire portfolio around optimization strategies but very different than what we did in '18.

Tom, do you want to comment a little bit about the revenue and in particular, those two facilities?.

Yes, absolutely.As you look at the -- we did have two surgical hospitals that we either closed or sold, essentially on the last day of the year.And so that was a pretty large effort we're really proud of, what the teams were able to accomplish there and how they were able to accomplish it.But those two facilities ended up themselves were nearly $70 million worth of calendar year revenue, and we're positive contributors to the enterprise but they were below our target margin range.The remainder -- we've talked about the physician practices that we closed, we've talked about the ASCs that we either closed or sold, you know, we -- all of those things contributed to the remainder and they -- as we look at that, we wanted to highlight for investors, particularly as you look at our revenue guidance, it probably is -- it's more robust than it looks, and we wanted to make sure that we quantified that for investors so they could understand that while we think this is the right thing for the enterprise, that it makes some of the metrics look a little funny..

All right, just one more question on the [indiscernible].

How is it going to affect your rent going forward?.

Pardon me; how is it going to effect the what?.

The rent, your leased assets?.

Are you talking about the lease accounting standards that we'll implement in the first quarter?.

No. I'm just talking about your quarterly lease payments..

I don't think it should have any impact on that.Are you talking about the -- you're talking about the change in accounting standard? I just want to make sure I understand your question..

Yes.

Just getting -- you paid rental expense every quarter, every month; so you sold and closed a few hospitals, so how does that affect your rent going forward?.

There is no impact, we actually don't own those facilities and so -- and those have been shut down; so there is no impact to us on future rental commitments.Where we do have a rental commitment in the future was on our Chicago facility that was NSH's historical headquarters.As you know, we closedand consolidated that facility last year,we've recently signed a sublet arrangement, that arrangement goes through 2023,and we were able to get the vast majority of the cash flow on the subletting arrangement back into our pockets prospectively.So no real impacts on any of the facilities we closed to 12/31, the only one that has kind of a net negative arbitrage for us in the short-term is the Chicago facility, and that's a short-term cash flow arbitrage..

Our next question is from Ralph [ph] with Citigroup..

Just hoping you could talk a little bit more about the payer mix dynamics in the quarter. I think you talked about that 200 bip deterioration.

And I guess a little bit surprising just given seasonality and sort of the whole argument around how deductible health plans that would seemingly impact more on the commercial side;so any commentary there?And maybe what the outlook is there for 2019? Thanks..

It's an interesting trend that we don't necessarily predict is going to slow.As we've talked about is deductiblescontinue to rise for consumers through commercial payers.We think this is a dynamic that will continue to push overtime and actually put more heavy weight while fourth quarter was our largest commercial mix throughout the year, it wasn't as large as what we've seen historically by two points.And so I'm not so sure this is something that's going away, I think this is kind of the new trend; I still think commercial will be much heavier for us in Q4 like it's been historically.But I think you'll continue to see the Medicare mix grow.

The other thing I would highlight is, we are being intentional in our behaviors, we like the opportunity to service customers and physicians regardless of them having commercial or Medicare backgrounds; we still believe some of the -- you know, when I was atAnthem, that you have to learn to participate in the Federal Government programs, and these are programs overtime if done well can become quite profitable to your organization.And so we've also got a very intentional shift to not only continue to go aggressively after the commercial members but we're equally interested in filling our facilities and bringing this additional volume, and quite candidly, our clinical quality and services to those customers.

So I don't think you'll see that shift necessarily change and our efforts are equally targeted..

While the dynamics in the quarter were a little bit odd, I think Wayne points at the right one which is incremental volume above your expectations, no matter where it comes from,it's always a good thing and so that's part of what I think you see in the quarter, just -- higher volumes are always good or better if you have unused capacity.As you look at the quarterly dynamics, we are a little bit down year-over-year on the commercial side, and a little bit up on the government side.But as you look at the year-to-date dynamics, commercial is actually still up close to a point based on the numbers that I have.It's just really what happened inside the fourth quarter that is a little bit unusual..

And then, just my follow-up; I just want to clarify theadjusted EBITDA growth guidance of low single or low double-digits.

Is that often reported for 2018than normalized for divestiture?And maybe just given all the moving parts; can you just give us what the 2018 EBITDA baseline that you are using that sort of ties to that low double-digit growth guidance? Thanks..

It's our printed results, Ralph.

I think that as we think about it, the $100 million of annualized revenues had a positive impact and so -- which is worth probably a couple of points in and of itself.And so as we think about where you want to be inside that range, I'd make sure that you give that some consideration.But we're using our current baseline of 2018 reported results to $234.8 million..

And then lastly, I know you said you pruned the $100 million of revenue;you said EBITDA was positive, are you not breaking out what the actual contribution was of EBITDA for those divested or sort of closed?.

That's correct, Ralph.

It's really our preference not to break it out.As you can probably imagine, we continue to have ongoing dialogue regarding other assets we're at least evaluating, and we don't want to actually negotiate against ourselves on anything in a public call but what we will say is, these items did contributed positively, net positive, some actually were net negative but many assets -- we addthem altogether were net positive contributor to our EBITDA..

They were below the average margin and certainly below our targets..

Our next question is from Ana Gupte with Leerink..

On the 2% to 3% volume growth that you're projecting same-store going forward, just following up on Ralph's question; I guess beyond the mix from -- can you firstly kind of tell us what is Medicare versus commercial in your expectations? And then also how much of it is coming because you have now rehold your surgical workforce and that's giving you some company-specific tailwinds in the near-term relative to more broadly from a secular standpoint?Now what should we think about for growth rates in this whole ASC space and will there be any point where there is an inflection because of bundling or other reimbursement models that you might be exploring?I know both, you and Tom, come from the [indiscernible]..

As you look at the mix; how that ultimately plays out is that we expect it will see higher government mix early in the year because of the deductible shift, and then we'll see more robust commercial mix as we get later into the year.We're not giving specific guidance on kind of what it is that we assumed on that but we're still looking at -- as Wayne said, we think that 2019 is a good year for the model as we've outlined it, 2 to 3 points of volume growth than 2 to 3 points of rate.Ultimately, how that mix develops over the course of the year will be important in particular to the rate category, and I would say that there is two dynamics in there, it's the payer mix dynamic, but it's also just the category specific or the specialty mix dynamic as well where we are anticipating that we will see a little bit higher mix this year of -- some of those higher volume lower net revenue per case items that really underperformed in 2018 relative to our expectations.

I don't know whether Wayne you want to talk specifically about some of the bundling efforts?.

Yes.So -- and I really appreciate the question on the bundling, and in particular, the idea that we can now strategically start to really focus on what we do best which is short-stay surgical facilities.And by eliminating many of these other distractions, I'll share some lease early -- some early data points that I find really encouraging for the company and what the team's been doing so far.But if you were to look at the number of total joints that we did in 2017, we averaged about 15 total joints a quarter;so not very inspiring, smaller number.In 2018 we rolled out a new program mid-year using bundling as an opportunity to save the payers a fair amount of money and move many of these procedures from a more costlier setting to a less cost setting in our case.And to give you a statistic, our average total joints we did in 2018 went from 15 a quarter in '17 to over 60 a quarter in '18 but we didn'troll that program up till mid-year, so to really put in perspective, we did over 100 in the fourth quarter alone of this past year in terms of total joints.

Now I wouldn't run rate fourth quarter because keep in mind, that's when many deductibles are meet and many individuals are going in from a commercial side as well.But I think it gives you an indication of -- these initiatives take time to build and they are kind of like a small snowball that gets going down a hill and it really starts to create momentum.And so, as you can imagine for us to average 60 that means we're really backend loaded on how many total joints we did in the back half of the year with over 100 plus in the fourth quarter.So we like that this momentum can really continue,we've piloted this program in four markets in 2018 and we are now rolling it out tofour additional markets in '19, and if we continue to like how this goes we'll continue to expand.

Right now as you know, you've got to have the equipment to roll these out, you've got to have the space to roll these out, and you got to have the block time to do this.So we wanted to make sure we could do it well and do it right but we're really encouraged to what we can do with bundling at this point and look forward to seeing how this impacts not only '19 but 2020 and beyond..

So just on the bundling, that's really encouraging; to what degree are the payers concerned more about -- how much is the reimbursement angle relative to safety concerns perhaps because in a patient hospital bundle is like a natural post-acute provider and it's not the direct discharge back to home, if you will.And then, how much -- how does that kind of correlate with any new denovo [ph] in these new models that are coming out with cash leads and some short-stays; is that helping NPSscores for either you orother players?.

So, first of all, what I would say is to-date we've kept our bundles to a very finite level, same day.And so for us basically recovering facility fee, prop fee,anesthesia etcetera.As you know, the clinical quality scores in ASCsand obviously SP in particular are quite strong.And so we really have not had the similar impacts that maybe larger facilities have had in terms of re-admittance or post-infection rates.That being said, I will say that the payers are encouraged by what they're seeing with what we're doing, we've had some approaches about would we be willing to take on a more extended bundle, maybe a 90-day bundle.At this point we are entertaining those discussions but as you know, we like being who we are which is short-stay surgical facilities, that's what we do well but we've recognized that there's good partners out there for us and so we're evaluating potential partners that we may consider a pilot program for an extended bundle going to something more like 90days and allowing us to participate in a number of avenues including the fact that we like the clinical quality of our facilities and we already note today whether or not somebody has to come back to have a new joint replacement done or a new hip -- we already know that; so -- and we have very little readmittance to what we do today to begin with.

So in some ways if we do this program,we'll bet on ourselves for quality but right now we haven't picked the right partner or selected the partner that we think can help us manage this properly yet..

Our next question is from Frank Morgan with RBC Capital Markets..

Wayne, a question for you; now that you're in place, you've got your strategy implemented your portfolio, you're starting to get that shape that the way you want to look.

Just curious of your thoughts about the long-term margin potential for your portfolio; we look at some of the other providers and obviously much higher margins,EBITDA margins.So, I'm just curious could you give us a little color around where you think the long-term potential is?What are you looking to see those margins get to over the next 2 or 3 years given the strategy you've put in place?And with regard to the portfolio today, when you look at margins is it real chunky between -- is there a weighting or a distribution where you have a lot -- there are low margins or you have some unusually high margin wins that influence the overall portfolio average for EBITDA?That's my question.Thanks..

Frank, good morning.It's a lot of questions, we've been there but let me maybe just take a quick step back and start with the last part of your question which is clearly, our mix of business produces different margins depending on the type procedures.As you know, certain businesses like GI are very high margin businesses, large volume, good cash flow businesses but they don't necessarily move the needle meaningfully from a growth perspective but we like them.

As you know, one of the things that we did in '18 as we developed our strategy was to say, margins absolutely matter but for an organization that actually wants to grow at absolute dollars and EBITDA, we're an organization that would like to have more free cash flow to deploy in a very fragmented market.And so markets are not the primary factor, that being said, I would expect continued margin expansion over where we finished '18 and I think we'll move in the point's overtime.

We are going after Medicare though, as you know, that does impact margins "negatively"but it contributes positive EBITDA and we're a very fixed cost leverage type organization relative to our facilities and their location.So I would say that a lot of the margin expansion is going to -- it's not going to skyrocket in the next year or two necessarily because it's a hybrid strategy of how do we grab more market share, both commercial and Medicare while we shift overtime into these MSK, very high margin businesses that we really like, and as well as very high dollar per minute contribution margin as well in terms of facility.

So probably a long way of saying your answer, yes.Margins will be moving up, I wouldn't say that we've laid out specifically as much of a target margin as much as we've laid out targeted initiatives of what we want to capture in terms of market share, and what we want to capture in terms of G&A leverage..

Frank, I mean just mathematically, if you're only growing revenues off of your current base by mid-single digits and you're growing adjusted EBITDA by double digits, you're going to see margin expansion next year, that's a down payment as we try to become more efficient overtime.But there is essentially embedded [ph] margin expansion in the initial guide that we gave today..

In terms of just the denovo[ph] developments; I'm just curious -- one of those was a hospital, beyond that one any other likely chances of future hospitals or is that sort of a one-off situation?Thanks..

At this moment in time we are targeting more the ASCs,so they will be one-off.As you know, hospitals are very sizeable investments.

If you're familiar with the Idaho Falls Community and surrounding territories; we have an exceptional product in the market, we know that demand chain is quite substantial there and for services, and we know that we could offer much more.And in working in concert with payers, we know they are definitely looking for an improved quality at an improved cost, and so we have a surgical facility -- surgical hospital facility over there but we think we can actually create an even bigger ecosystem with this.So, I would say outside of Idaho Falls, no, we're not targeting denovo [ph] hospitals, we are targeting expansion in some of our surgical hospitals, we're adding ORs etcetera but not what I would call full blown from scratch build out.We are doing a number of smaller denovo [ph] ASCs that we did not talk about, and again, generally focused around the policy -- the procedures that we like and MSK being a priority..

Our next question is from Kevin Fischbeck with Bank of America Merrill Lynch..

This is Joanna [ph] filling for Kevin today.Thanks for taking the questions.So just a clarification question,a follow-up question on the guidance; just to make sure -- the comment was that you do not include the deals that you do not have visibility into but are the deals included in the guidance because I guess you do talk about -- notto mean that you're going to spend $80 millionto $100 million per year on acquisitions.

So I just want to clarify how much of M&A is included in the guidance for '19?.

I appreciate the question.Just to clarify, again, where we finished 2018 is the starting point, we'll grow double-digit of that.When we say we do not include unidentified M&A, it means any new M&A that we plan to basically close and consummate in '19; so for example, those transactions we've got done in October of '18, clearly, the run rate of those are included but any new transactions we're doing from the $80 millionto $100 million is what we see as more of the substandard upside.In essence, we've signed onto agreements and deals in '18 that will run rate to '19 but this would be an incremental $80 million to $100 million that we would deploy, that we have not contemplated in our guidance..

And also there were some comments made in terms of -- some of the new cost-cutting initiatives;so is there any additional color that you can provide for 2019 plans?.

Well, some of the items that we undertook in '18 will support some of the '19 growth, they will be a little bit more backend weighted and that's why we think Q4 will be strong year-over-year lift for us but just to give you some examples of things we did in '18 that we plan to replicate in '19.

One was we took our first round of procurement as we mentioned, as we looked at sourcing and suppliers we focused on the Top 20 contracts out of the gate [ph], we focused on the new GPO contract.But I would say that we essentially went after low hanging fruit, we really hadn't done strategic sourcing yet, this was just about obtaining the best pricing that was available in the market for a company of our size and scale.In '19 our goal is to start the much more in-depth strategic sourcing without creating hopefully value in 2020 and beyond.

Second example is that we rolled out anenterprise-employee benefit plan, we were very fragmented organization with many different health plans across the organization and we went through a new open enrollment in the fourth quarter 2018 for new benefits starting in 11/19; and we expect to see the benefits of that to our associates because we've invested in [ph] a number of wellness programs for them.But ultimately, as you know, overtime these wellness programs end up spending [indiscernible] when you're self-insured, and so we expect to see those benefits actually start to really ramp up at the end of '19 as people work through their health benefits and work through their deductibles.

And then finally, I would just simply state that '18 team was about -- we spend so much energy, in some ways I would say we were so distracted by all the things we had to do to get this asset to where we wanted to be at that really -- we haven't really got into what I would say the efficiencies of leveraging our scale as much as we could.Again, '18 was really about low hanging fruit,'19is about strategic leverage, and where we can really take advantage of more fixed cost structure and bring more value creation in.

So we'll be providing updates throughout the year, similarto what we did in '18 around what are we doing, when do we think value creation will start, and then how does that translate to the future and we'll provide more in our -- probably by our second quarter we'll provide even more insights on that..

So how much -- just a follow-up on that; so how much would you say of the margin improvement came from the actions you took in 2018 on the cost cutting because it's the margins that improved, right, especially Q4 nicely and even for the year, right.So is there a way you think about how much of that improvementwas due to these actions that you undertook?.

I mean in the most basic sense; I mean if you think about it, since we exclude an unidentified M&A, I mean all the margin improvement is the combination of our G&A activities and our rates that we're getting on volume, it's all organic.And so it's somewhat fungible because as you know, the more volume I can drop on a fixed cost basis -- did the revenue drive the margin improvement or did the reduction in cost drive the margin improvement, and because they are fungible, it's hard for me to parse those two out.But I do think it's fair to say that we were targeting for fit-for-growth going into this year kind of the 3% to 5% improvement in G&A efficiency, and so if you think about that just from a lens, you can kind of back into what that would have done for margins..

Our next question is from Mayo [ph] with UBS..

I might just ask that last question a different way.Is there anyway to put just dollar numbers around the strategic initiatives from procurement and GPO just as we think about 2019? I get the fungible comment on margins but just in terms of dollarsthat may be helpful..

If you go back to our quarterly calls in '18, I'm trying to do this from memory but I think if you go early in the year, we thought we would be able to target run rate around $15million from procurement savings.Now remember, those -- not all were newer to us, many of those are shared with our physician partners.

But on average we generally own around 55% to 60% of our facilities, so if you wanted to back into a number, you can get a feel for about how much of that is ours.And as you know, the GPO contract, for example, and some of the procurement items really didn't start, we need the new contract until third quarter,and many of those contracts didn't happen.And so you're really getting some of that ramp up -- you're not getting the full lift in 2020 because you've got a little bit in '19 but you can see kind of the ramp up as you wanted to back into those numbers just using that math of giving you kind of a gauge of how much of that just happened from GPO and procurement..

And Tom if my math is accurate, I think you're getting maybe $55million of add-backs to the bank agreement for EBITDA to get to 7.7 [ph].

I'm just trying to maybe reconcile what that number means for growth expectations in 2019.And then maybe,is there any -- in a way that we can forecast what the add-backs could be -- I know that that's really a moving target based off of a lot of these initiatives and acquisitions when they kind of crystallize in your mind..

Yes, I think that's a fair question.So, as you look at our credit agreements for certain types of initiatives we actually get to incorporate some 24 months' worth of value associated with those, and so as we think about our procurement initiatives and we think about our revenue cycle initiatives; those are the places where we have gone out 24 months, and so you're looking at 2 years' worth of potential upside associated with the dollars that we have invested today and the initiatives that we have in place.You have acquisitions in that number and so on the day that we do those acquisitions, we put the full next 12 months into our role forward less [ph].

For the October acquisitions, for example, you would see a 10-month impact in the pro forma number at the end of the year.We would also subtract out of that the value of the divestitures that we have executed but you would also see inside those numbers, some of the efficiencies that we are expecting for -- in the -- over the course of the next 12 months, particularly from some of our headcount and other consolidation actions, some of the corporate synergies that we've talked about would create in 2019.

Those are probably the majority of the adjustments that you would see inside that credit agreement EBITDA..

So maybe the most simplistic way to look at it, if that $55million, if that's the right number; if that's -- if that captures future growth that you expect to obtain in the next 24 months that should be at least an expectation for what we could see in 2 years, at least based off of what you've identified today.Is that the best way to look at the $55 million?.

Yes, less about growth. So it starts with the LTM calk[ph] for the EBITDA and then adds essentially the value of initiatives.So you can think of it as I've made the investment but the investment hasn't borne fruit.

What's the value of the investment over the course of the next 12 or 24 months?It isn't really -- I think I can grow my organic, although there is a very small item in there associated with some of the run rate of our physician investments because our physician recruiting investment because -- again, we're bearing that G&A but we haven't seen the full run rate of that..

But otherwise it's not contemplating organic growth in there, it's contemplating specific items that we've invested in and the benefits that we expect to receive..

And maybe two quick ones if I can. I'm just wondering if you guys looking across the enterprise or doing anything differently with your anesthesia strategy.

Just wondering if there is anything new -- how you're using cRNAase[ph] or groups, anything that's different in GI or other specialties at this point?.

I appreciate the question.The short answer is not yet, and the primary reason has been that our focus has been so much on pruning our assets to share and getting to the core ecosystem that our anesthesia assets were performing well and have continued to perform well and so they've been a lower priority.That being said, I will tell you it's a focus of ours in 2019 and it's one of the areas that we actually recently meet with as a team with our board about some of the opportunities we want to evaluate deeper within our anesthesia business.But at this point,we've not gone deep yet and that's part of our focus for the upcoming year..

And anyway maybe to elaborate more on what those initiatives would be? I mean, I think some other ASC groups have in-sourced a lot of the anesthesia so I'm just kind of wondering what you're thinking about?.

For those assets that we own we actually currently in-source and in one case we actually do outside business as well.What we what we like about the anesthesia business is not only the ability to control the schedules and work with our doctors and our patients love it, but we also like the idea of the flexibility it gives us when we receive bundle payments, for example,on total joints.And so what we're trying to evaluate strategically is are there ways to leverage this even further,grow there.

As you know there are organizations that do nothing but consolidate this space and specialize in this space but it's an integral part of what we do and so we're trying to evaluate other ways for us to actually have a similar growth strategy that could be developed within it while not losing focus on our core which is short-stay surgical facilities..

Our next question is from Bill Sutherland with The Benchmark Company..

Back to Wood's [ph] question about leverage and since we can't really calculate [ph] -- very effectively ourselves; where should we think about 7.7x directionally going forward?.

Bill, we actually talked specifically about this in the prepared remarks.The plan that we have and I don't think that this is new or something that we haven't talked about is really to grow into the leverage.It's part of the reason as you think about some of the M&A,a commentary that we made earlier; we're focusing on or we -- our preference would be to have an average multiple of execution that's below our leverage ratio because it helps -- we look at those transactions as both, an opportunity to grow but also an opportunity to delever.The timing between quarters at that number on leverage may fluctuate but our goal is to drive it down overtime as we grow the EBITDA of the business..

And then, so there is no plans on the debt structure this year;I know you did some rate swaps and so forth that takes more of it last year but….

We're always evaluating the debt structure.We have some nearer term maturities, we're looking at those.We're -- as we think about the value creation from the deployment of capital, it's something that we constantly consider but we're looking to deploy that capital in ways that would be accretive to the leverage ratio overall..

Last one, Wayne.You talked in the past about going a step further with the payers and just with sharing bundling and actually some strategic co-investment discussions; I wonder if there is any update on that direction?Thanks..

So the short answer is we have a couple of lines in the water right now that have got good momentum.We've got NDAs signed.We are looking at actually doing co-ownership with a named payer that people would recognize, and the concept being that we're looking at both denovos [ph] with them and in fact, we're recruiting physicians right now regarding the denovo [ph] and we are looking at potentially even jointly acquiring a facility together at this point.So I would say it's nolonger early stages but these again have long digested periods but we've got a couple lines and that we're feeling encouraged about at this point, and we're hopefully going to be able to show the payer community the value we continue to bring.We're excited about what we did on the bundle front and we see that getting momentum.

I think we're trying to show them the opportunities of having even more influence if they partner with us. So more to come, hopefully,throughout '19 we'll be able to announce a couple..

Go ahead with closing comments, I mean..

Before we conclude our call I want to take a moment to say thank you to our 10,000 plus associates for their contributions.

This has been a heavy lift year for the team, and I know I feel privileged to be able to participate in this journey of improving healthcare and making it more affordable for Americans.As we execute against our goal to become the preferred partner for operating short-stay surgical facilities across the U.S., it is the daily efforts of each and every one of our employees that will get us there.

Thank you for joining our call this morning, and have a great day..

Thank you for your participation.This does conclude today's teleconference.You may disconnect your lines at this time and have a wonderful day..