Roger Medel - Chief Executive Officer Vivian Lopez-Blanco - Chief Financial Officer Charles Lynch - Vice President, Strategy and Investor Relations.

Ryan Daniels - William Blair A.J. Rice - A.J. Rice Kevin Fischbeck - Bank of America Ralph Giacobbe - Citi Gary Taylor - JP Morgan Brian Tanquilut - Jefferies Chad Vanacore - Stifel John Ransom - Raymond James Dana Hambly - Stephens Duncan Brown - Wells Fargo.

Ladies and gentlemen, thank you for standing by. Welcome to the 2018 first quarter earnings conference call. [Operator Instructions] As a reminder, today’s call is being recorded. I would now like to turn the conference over to Charles Lynch. Please go ahead..

Thank you, operator and good morning everyone. I’m going to read our forward-looking statements and then I’ll turn the call over to Roger and Vivian. Certain statements and information during this conference call may be deemed to be forward-looking statements within the meaning of the Federal Private Securities Litigation Reform Act of 1995.

These forward-looking statements are based on assumptions and assessments made by MEDNAX’s management in light of their experience and assessment of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

Any forward-looking statements made during this call are made as of today, and MEDNAX undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise.

Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in the company’s most recent annual report on Form 10-K and its quarterly reports on Form 10-Q, including the sections entitled Risk Factors.

In today’s remarks by management we will be discussing non-GAAP financial metrics. A reconciliation of these non-GAAP financial measures to the most comparable GAAP measures can be found in this morning’s press release, our annual report on Form 10-K or in the Investors section of our website located at mednax.com.

With that, I’ll turn the call over to our CEO, Roger Medel..

Thank you, Charlie. Good morning and thanks for joining our call to discuss the results for the first quarter of 2018. We felt it desirable to move our earnings release forward from our scheduled time next week, given the volatility in our stock and the concerns that that volatility seemed to suggest about our business.

I apologize if this caused any inconvenience, but nonetheless, we wanted to have our call and our discussion as early as possible. There are a few topics that I’d like to talk about today, but I’ll start first with our results for the quarter.

As you can see in our earnings release, those results were at the high end of our forecasted range, making now the third quarter in a row that we have been either at or above our forecasts. Our acquisition activity during the quarter was targeted and strategic. Five practices have joined MEDNAX so far this year, including two radiology practices.

These radiology groups have joined two of the foundational practices that we acquired in 2017. In addition, another one of our foundational practices expanded its services through an organic growth initiative.

This is exactly what we have been wanting to do as part of our radiology strategy; establish our presence in attractive markets through a leading radiology group, then support that group in its own growth, both organically and through tuck-in acquisitions.

We will continue to pursue larger sized acquisitions, smaller to mid-sized strategic tuck-in acquisitions and organic growth opportunities throughout the year. Our EBITDA trajectory also improved in the first quarter as we returned to year-over-year growth following the challenges we faced during 2017.

This reflects a combination of our same-store revenue trends and the initiatives we established last year, which are beginning to have a positive effect on our results. I want to give you an update on where we stand with these initiatives.

On the corporate side we developed plans last year that target best-in-class cost and service excellence, with the goal of reducing our G&A expense by $25 million in 2018 and by 10% over the longer term. Our first quarter results include about $5 million of these targeted savings, so we remain on track towards that goal.

At the practice level we also developed specific operating plans for physician groups that include a wide range of initiatives that can impact both revenue growth and cost effectiveness, and they are meant to engage people across our organization, including our clinical and operating leadership, surgical directions and our managed care and government affairs teams.

They also include a formal process for execution and measurement that so far has been very effective in focusing our efforts and ensuring accountability.

We’ve continued to progress in these efforts, and what I can report today is that we now have an operating plan for every single one of our practices, which is being benchmarked and measured regularly through a formal, centralized system.

I believe that through the continued execution of these plans, combined with our G&A initiatives and strategic acquisitions, we are positioned to further improve the trajectory of our EBITDA growth as evidenced by our financial forecast for the second quarter of this year. Overall, I am happy with the progress that we have made.

To be clear, the business environment in which we are in today continues to have its challenges. But I also believe that the continuing execution on our initiatives, cost excellence, practice support and strategic growth will position us well to adapt to those challenges we’re facing and to optimize our ability to grow as an organization.

Now I want to address the ongoing matter between Southeast Anesthesiology Consultants, one of our affiliated practices in Charlotte, and Atrium Health, the hospital system where Southeast’s physicians have been providing anesthesia services for almost four decades now.

Earlier this year after a fairly long period of discussions, Atrium indicated to Southeast that it would not be renewing its contract as of midyear and would be switching to a new anesthesia group.

Throughout the discussions that led up to that point, the physicians and leadership of Southeast made concerted efforts to meet demands that Atrium had made, which included cost and efficiency improvements and based on Southeast’s proposal, would have met a number of Atrium’s goals, while keeping patient safety and quality care a priority.

Nonetheless, Atrium wished to go further and planned to adopt new staffing patterns that would reduce the number of physicians providing services, and in some cases have facilities with no physician anesthesiologist present.

A lot of the activity that has occurred since then is publicly available, so I don’t want to spend too much time here going through all the details, but I do want to say that Atrium’s decisions are not about patient safety or patient care, they are about controlling physicians by forcibly in-sourcing them and making staffing and care decisions from the boardroom.

In fact, throughout our discussions in no instances were Southeast’s records of quality care or any other patient care quality or patient safety issues raised by Atrium. Southeast’s physicians are not alone in their concerns about Atrium.

The system continues to deal with other groups voicing their concerns about its aggressive business tactics and its desire to drive down cost at the expense of physicians and quality of care. I want to be very clear that as part of the MEDNAX organization, Southeast is not alone in their fight.

We as a national medical group fully support our group’s physicians, and we have committed resources to ensure that their voice is heard. We stand together with Southeast’s physicians. I know that you have questions about the financial implications of what is going on in North Carolina.

To address those questions let me say this; this is an ongoing matter and we fully believe that the best resolution needs to put patient safety and care first, and that best resolution is that Southeast’s physicians, as part of the practice they have built over almost 40 years, continue to provide the kind of highly complex, high quality care that they have been providing in Atrium’s hospitals for so long.

This is a critical matter for the physicians at Southeast. They live in and around Charlotte. They have families and friends; they are part of the community and part of the fabric of the hospitals where they practice.

The decision to allow them to continue their lives in Charlotte rests wholly on Atrium’s shoulders and the decision to make such a drastic change to anesthesia care and the impact of that change also will rest wholly on Atrium’s shoulders. For this audience, I want to keep the matter in context.

Southeast is a wonderful practice of more than 80 physicians who have earned national and international recognition for the quality of care they provide. They are also part of one of the largest national medical groups in the country.

Across our organization, Southeast’s physicians are part of an anesthesia organization, which totals more than [inaudible] physicians, and they are part of a broader organization, which totals more than 4,000 physicians.

For a lot of reasons that I’m sure you’ll understand, I’m not going to provide a financial profile of our practice, but I hope that those numbers can help keep things in context. I also want to discuss the ongoing market speculation about the potential sale of the company.

Throughout the more than 20 years that MEDNAX has been a public company, we have had plenty of interaction with private equity firms and over the years we have maintained relationships with people at these firms. These relationships have been beneficial, just like my relationships with many of you.

To the extent that any of these discussions involve a potential take private transaction, the board and I have the fiduciary responsibility to review them in the context of maximizing shareholder value. Anything that has transpired in the recent past is no different, and I am not going to comment any further than that.

In the meantime, I believe that we have taken positive steps to address the challenges either that we faced last year or that we face today, and that our continued execution of our plans will positively impact our operating results as we go forward throughout this year and beyond.

And with that, let me turn the call over to our Chief Financial Officer, Vivian..

Thanks Roger. Good morning and thanks for joining our call. I’ll provide an overview of our first quarter and some additional details in a couple of areas. Our consolidated revenue growth of 7.9% reflected acquisition related growth of 4.4% and same-unit growth of 3.5%.

Within that same-unit revenue growth, pricing contributed 2.1% while volumes contributed 1.4%. Pricing growth was largely driven by improvement in managed care contracting and increases in administrative fees received from our hospital partners.

These helped to offset a modest headwind from payer mix, which was unfavorable in both anesthesiology and neonatology and other pediatric services, hence reduced pricing growth by approximately 80 basis points. On the volume side we saw growth across almost all of our service lines.

The greatest contributors to our volume growth were anesthesiology, our other neonatology related services, primarily newborn nursery care and teleradiology. Within neonatology, NICU days increased by 1.2% and same-unit births at the hospitals where we provide services increased by roughly 80 basis points.

Similar to the fourth quarter, our volume trends also reflected contribution from organic growth initiatives, which included both expansion of services and contract wins at our existing practices. Most of this activity was within neonatology and other pediatric services, although we had some additions in anesthesia as well.

On the cost side, practice salary and benefits expense was $632 million or 70.1% of revenue as compared to $572 million or 68.5% of revenue last year.

This growth in clinical compensation reflects the combination of compensation increases, premium pay, agency labor and staffing additions at our existing practices, as well as staffing additions related to our organic growth initiatives. However, the growth of this expense decelerated this quarter as compared to 2017.

This reflects a slow rate of growth in nurse anesthetist compensation, as well as more normalized level of medical malpractice expense among other factors. We’ve also made improvement in our G&A expense. In the first quarter G&A expense was 12.1% of revenue compared to 12.4% in the first quarter of 2017.

We realized roughly $5 million in improvements in G&A in the first quarter as part of our corporate initiatives, and we remain on target for a $25 million reduction in 2018.

I want to point out that in the first quarter our G&A expense did include an additional $2.2 million, primarily resulting from a change in the timing of our annual equity grant from June to March in order to align the timing with our year-end compensation related activities.

This timing change will also impact our second quarter results as I will discuss related to our guidance. EBITDA for the quarter was $134 million compared to $133 million in the first quarter of 2017. Our EBITDA margin was 14.8% versus 15.9% last year. Turning to cash flow, we used $114 million to fund our operations during the first quarter.

As most of you know, we typically use cash during the first quarter of every year as we pay incentive compensation to our physicians and employee benefit plan contributions that have been approved during the prior year.

For this year’s first quarter our use of cash also reflects the payment of taxes related to 2017 that were deferred for companies impacted by the 2017 hurricanes. Finally, turning on to our balance sheet. We ended the quarter with total borrowings of $2 billion, consisting mostly of our revolver borrowings and senior notes.

At quarter-end we had an additional borrowing capacity under our revolving credit facility of roughly $780 million. Lastly, turning on to our outlook for the second quarter of 2018.

As we announced in this morning’s press release, we expect that our earnings per share for the quarter will be in the range of $0.81 to $0.86 and that our adjusted EPS will be in a range of $1.04 to $1.09. The range for our second quarter outlook assumes anticipated same-unit revenue growth will be between 2% and 4% year-over-year.

For the second quarter we expect that our EBITDA growth will be within a range of 1% to 6% compared to EBITDA for the second quarter of 2017 of $149 million.

Related to our forecast of EBITDA growth, there are two items that I want to mention; first, included within the expected general and administrative expense for the second quarter is approximately $5 million of expected improvement in G&A expense, similar to what we realized in the first quarter; second, also included in G&A expense is an incremental estimated $4 million, primarily related to the change in timing of our annual equity grant that I discussed previously.

Our outlook also assumes an effective tax rate for the second quarter of approximately 27% compared to 39% in the second quarter of 2017. We continue to expect that our effective tax rate for the full year of 2018 will be in a range of 26% to 27%. With that, now I’ll turn the call back over to Roger..

Thank you, Vivian. Before we go on to your questions, I want to make one more point. Last week, we held our annual Medical Directors Meeting, and I want to share with you some of the comments I provided for the roughly 400 physicians who are the medical directors of our practices.

The healthcare industry continues to evolve at a rapid pace and the steps we are taking as a company are designed to transform our organization just as rapidly. This is a two way street. We are asking our medical directors for more. We need them to be engaged and willing to make changes inside the four walls of their practices.

And we have created new avenues, including specialty specific advisory boards, through which our physicians can work more collaboratively, share and disseminate best practices and scale the clinical delivery model. Our overriding goal is to make our National Medical Group the optimal place for physicians to join in.

The MEDNAX side of this bargain is the activity we have been talking to you about for the past several quarters. Enhancements in our operating support of our practices, investments in more effective processes and technologies and a transformation of the business side of what we do.

I firmly believe that there is power in our numbers that we have yet to fully realize. I also firmly believe that among all the changes occurring in the healthcare marketplace, the voice of the physician must be heard. At MEDNAX, we intend to ensure that voice is heard.

We are central to the provisions of healthcare in this country and it is only as a true national medical group that we can ensure that the improvements in patient care are decided at the bedside and not in the boardroom. This can be messy at times.

I recognize that matters like the situation in Charlotte can be unsettling, but much like the responsibilities we have to you, our shareholders, we hold a similar responsibility to the physicians that make up our organization, and I fully believe that our success in meeting that responsibility will directly impact our success in meeting our responsibilities to you.

With that, operator let’s open up the call..

[Operator Instructions]. We will go to the line of Ryan Daniels with William Blair. Please go ahead. .

Yeah, good morning. Thanks for talking questions. Roger, one for you, you spent a lot of time talking about some of your expanded internal initiatives.

I’m curious what the overall practitioner response has been, number one to that? Number two, are you seeing tangible results in some of the early adopters of these practices or is it still too early to tell on the revenue or profit growth front?.

You know I think that the physicians all understand, you know particularly the medical directors who have responsibility for their local practices. I think they understand what’s going on in healthcare. I think they see that it’s not us, it’s everywhere.

The conversations about what’s going on in Charlotte obviously permeate throughout our whole company and the idea that someone that’s been providing wonderful care for 40 years can just – that relationship will be terminated.

So I think we have their attention, this is what I would say and I think that when we sit down to meet with our physicians, I think that they are paying attention, I think they are interested and I think that they are looking forward to ways in which they can continue their relationship, because most of them understand that at these times when people are shooting at you, and trust me as a physician I can tell you, they are shooting at us from all sides.

The payers don’t want to pay you, the government wants to investigate you, the malpractice lawyers want to sue you, the hospital administrators want it back. And it is better, much better to be a part of your own group of peers that have the resources to defend you.

Because if you are a small group and you are being shot at, you don’t have the resources to put together a marketing and a PR plan and a legal plan, you know all of those things and that is the big contribution from us.

So long story short, I would say yes, our physicians, our medical directors understand that, number one; and number two, I think Vivian can talk about – you know it’s a little early, but she can talk about some of the positive outcomes that we are starting to see from our conversations with them..

Yes, Ryan. So thanks for that question. So yes, we’ve seen it, it’s included in improvement on the margin, as well as the 3.5% organic growth that we had and so we’ve seen roughly, as we keep track of that, roughly about $4 million or so in the first quarter that we attribute to some specific plans and we’ll continue to see that develop.

Like Roger said, it’s kind of early to tell, but certainly some of that is related to the increases in administrative fees that we’ve seen as we renegotiate that and some of the cost containment on the clinician expense line on premium pay and things like that. So all of those our operations folks are focused on..

Okay, great and then I know you don’t want to go into too much detail, but on Southeast, maybe Roger, can you help us understand a little bit more their concern on staffing levels. I mean it’s a business where if you are providing a service, they are going to bill a third party versus a hospital directly paying for that.

So unless they’re bearing a lot of financial risk or a big stipend, it seems a little perplexing that they would want to risk patient care by not having enough practitioners or the right skill level there.

So I’m just curious what their motivation could be, if you could comment on that?.

Yes you know.

I want to be careful about what I say, just because there is a lawsuit going on, but I’ll say that the hospital really wants to own the physicians and bill for the services that the physicians provide and keep the difference between the salaries that the physicians make and the compensation that they are able to generate from billing for the physician services; that’s really what’s going on..

And do you have protection from them employing your physicians if they terminate the relationship or has that non-compete kind of expired by now?.

No, no, absolutely. Our non-competes do not expire. If you see some of the stuff that they put out, we hope that MEDNAX lets the physicians out of there - MEDNAX is the bad guy. And the answer is no, we are not letting them out of their non-competes. We’re protecting our physicians. We’re trying to find jobs for them elsewhere.

We’re looking for ways that we can help them in other places in the community, etcetera. But that is one thing that’s on our side and our physicians; frankly, you know I just met with them last week. They don’t want to work for the hospital, I mean it’s that simple. They just don’t want to work for the hospital and so it’s a complicated situation.

The contract does not expire until July 1 or June 30 and our experience with these situations is that they – if they are going to get resolved they don’t get resolved until the last minute.

A number of these physicians who I’m friends with and I’m very proud of, are subspecialty physicians, pediatric anesthesiologists and neuro and these are hard to find.

These are not people that you can just go out in the market – and so particularly when it comes to the – and there may be 20 of them in that group that are subspecialty trained and so that will be very difficult and it will be interesting to see when it comes to that late date, what happens. So I’m not saying it’s going to get resolved.

It is pretty nasty, but I’m just saying if it is, these things don’t tend to get resolved until the last minute..

Okay, all right. Thanks for the color. .

We’ll go to the line of A.J. Rice. Please go ahead. .

All right thanks. Hi everybody. I was going to ask first about the administrative fee experience that you called out in the quarter. Is this something you guys have initiated? Is it still mainly that these fees are concentrated in pediatrics? I think at one point, I had picked up that maybe they were about 8% of revenues.

Is that materially changed? Just give us some flavor for what you are seeing if you would?.

Yes. And so that spread out throughout the service lines.

Certainly what we’ve talked about in the past is that as we continue some of these expansion activities from an organic growth perspective, you know we are getting into some of these pediatric related specialties like OB hospitalist programs and all that, that do require a larger subsidy and the hospital is obviously wanting us to provide that service there.

So in that instance, that would be higher, but yes, overall the percentage on pediatrics without that is still roughly in that 8%..

Okay. And then I know there’s been some discussion about physician contract renegotiation in certain pockets where to better align with the current market and make sure they are in line to have achievable incentive payments and so forth, that there was some talk about them coming to you to ask for restructuring, you going to them in some cases.

Can you give us an update on where that all stands at this point?.

Yes, so that basically is going on. As we’ve talked about that, that will be a longer process because as those come up for renewal, we start having the dialogue, albeit there’s been some dialogue before they come up for renewal, given some of the situation in certain practices with a more aggressive payer mix shift, etcetera.

So they’re marching along. I’m not going to get into specific numbers because that’s going to be a process that is a multiyear process. But what I can tell you is that we are focused on other aspects of this operating plan, which we feel are things that we can get to quicker.

Certainly, you’ve seen it through the P&L and some of the stuff on the surgical directions that we’ve talked about in other quarters regarding efficiency use of the ORs and really the ratio of CRNA’s physicians and all of that, so all of those plans are underway..

Yes and I’ll add to that, that this change in comp plan is specifically related to anesthesia. Our radiology practices are already on that plan, our neonatology practices are not part of the plan. So this is specifically related to anesthesia.

As anesthesia practices come up for renewal, we’re talking with them about changing their compensation plan and I can tell you that there are three or four compensations going on across the country right now with our anesthesiology practices about doing exactly that and it has been received in - I don’t want to overstate it, but it is being received in a that’s interesting, let’s talk about it.

It’s not a over-my-dead-body, that’s never going to happen kind of conversation..

Okay great, thanks a lot. .

We’ll go to the line of Kevin Fischbeck with Bank of America. Please go ahead. .

Great, thanks.

Maybe just a follow up on that point, when we think about the labor cost as a percentage of revenue, what is going to get that number to actually kind of be down year-over-year? Is it going to be executing on this new compensation plan? Is it going to be accelerating the organic growth rate, is it just lapping tough comps? I mean, how do you think about what it is that comes together to drive an actual improvement year-over-year in that number and is there any thought about when we might see that? Is that something we could maybe see by the end of this year?.

Yes. So Kevin, hi it’s Vivian.

So it’s all of the above, but certainly the organic growth initiatives are going to significantly impact that positively, albeit we do have – as I said before, I think a couple of quarters ago, some ramp-up of that, but certainly that will impact it, as well as in anesthesia specifically some of the surgical direction impacts.

So honestly, I’m pretty encouraged that every quarter I do see – for the last few, we continue to see improvement in that and also on the top line with the organic growth initiatives. So I do expect that to be turning around in the third and the fourth quarter as it relates to just EBITDA margins, et cetera..

Okay and then you mentioned I guess a nurse anesthetists labor pressure, I guess moderating. It sounds like it’s still a pressure, but it’s moderating.

Is that based at the function of anniversary what happened before or you are seeing now with stabilization on the underlying trends of the business?.

Yes, part of it is what we - I think we talked about that to a little bit last time, which is that yes, as you kind of looked at setting the base in some of these areas where there was more pressure. Certainly now we are laughing at it, it’s settled down.

So we kind of started to see that in the fourth quarter and in the first quarter it was more pronounced, because in the first quarter of last year we did see some increases. So we’re happy with those results as well..

And then going back to the North Carolina issue, I guess how unusual is that? Did you get a sense that there is other hospital systems that are looking at this as something that they might look to in-source or is this a complete kind of one-off in your mind?.

Yes, it’s a unique situation for us and yes, which is why we are dealing with it as forcibly as we are. No, it’s a unique situation..

What is it about them that puts them in a position where they felt like they can do this? Is it just a cost cutting focus for them or is there something about their market share or anything else that allows them to maybe do this when maybe others wouldn’t want to?.

You have to ask them. We’ve been providing services there for 40 years and we thought we had a contract renewal worked out and it turned out we didn’t..

Okay and then may be just last question then.

Obviously there was some concern I guess with the report out there kind of arguing that there was kind of I guess a flaw or a gamesmanship going on in your M&A strategy that you were essentially overpaying upfront and getting doctors to sign into long-term, below-market salaries to kind of boost your EBITDA.

I mean, I don’t ascribe to that theory, but I would love just to have you respond to that maybe formally, king of how you think about those assertions?.

Well, that guy is interesting. I don’t think he got one thing right in all of the statements that he made. We’re not assigning physicians to 50 year contracts and never have. .

You can read our 10-K by the way..

Yes. We don’t have a national contract with United across the country that pays us for it. We don’t do emergency room medicine. We don’t have out-of-network issues and so it’s just interesting that he didn’t get one thing right. The one thing that he did talk about was how eight out of nine companies that were around in the 1990s went bankrupt.

What he forgot to tell you is that the one that didn’t go bankrupt is MEDNAX, that we grew, that we’re still here taking care of patients today, and we are a $3.5 billion company and I don’t believe our stock price is going to zero. So, I think that’s all I want to say about that..

Well, I guess maybe just specifically about the M&A strategy.

I mean, are you arguing that when you do these contracts and you buyout the owners that you’re tying them into market rates at the time from a comp perspective?.

Yes, of course..

Yes.

You would have an issue in the five years if you didn’t, right?.

Well, not only that but look if we – there are a number of instances where we walk away from deals because the physicians are just not making that much money. So if you’re a physician making $300,000 a year, I don’t want to take your salary down to $200,000, so you can get a $1 million payout.

Because as you say, three years from now it’s just going to be an issue and you are not going to be able to recruit others, you just maybe not going to be able to grow. I don’t know what that guy is talking about..

All right, great. Thank you. .

We’ll go to the line of Ralph with Citi. Please go ahead. .

Thanks, good morning. You had a good pricing strategy in the face of weakening payer mix. I was hoping you could flush out a little bit of how much incremental subsidy revenue you did receive to sort of help that stat and you know can sort of better explain sort of the improvement in the present line. Thanks..

Yes. So the administrative fees Ralph is only one component of that. I mean obviously we also had increased managed care pricing as well as you know acuity goes into there and so from that pricing perspective, there’s several components that go into it.

I really don’t want to go into specific number of administrative fees, but it’s basically a component of how we can still have positive pricing, but like I said, you can’t forget about managed care.

In fact, because as you know we focus on that and I think Roger made that point in his prepared comments that we have a pretty robust government relations department and efforts to make sure that we’re getting some wins on Medicare and Medicaid pricing and so all of those components contribute to that..

Okay. All right, that’s just helpful.

And then just your relationship, I guess with payers and maybe help us sort of how that evolved? Is there incremental pressure, sort of above and beyond the norm or putting sort of standard there? And then second piece of the question really is in the line of the market around sort of the out-of-network, and you guys have been adamant that you don’t do much in terms of out-of-network network.

But I guess my question is, are you seeing that drive more M&A opportunity for you in some of the groups that may have relied more on some of that out-of-network, realize that that’s just simply not something that they’re going to be able to do or really more pushback on a go-forward basis, but enhancing sort of your M&A opportunities?.

So let me take those with the points you made. I think I remember most of them. So the first one I think was you know just general payer pressures. I think it’s a challenging environment. You know it has been for the last couple of years.

You know as you know some of the things that we can utilize to certainly bring payers to the table as some of the quality metrics and quality information and data that we have, which we think we can prove how we can save money on that. But nonetheless the environment is challenging, but we’re still getting the pricing.

We have a work plan that we establish every year. We’re meeting the goals on that work plan and again, a component piece of that work plan is also talking to the state Medicare agencies and Medicaid agencies I should say and so that’s moving along. That’s one of the things that we’ve done for a lot of years.

On that out-of-network, we still maintain that position. I do not think that that is a benefit in the M&A area. It’s something that has been really the strategy here from many years. I’ve been here 10 – it’s been here for that long.

We just really you know try to use that as the last resort because we don’t think ultimately that’s good for anyone, including the patients, and so no, I don’t see that as an advantage in the M&A arena..

They have been deals Ralph that we have not done, because the physicians in that group were practicing out-of-network and as part of our deal we would require them to go into network and they were not willing to do that. So that’s how we feel about it..

Okay. And then just the last one if I could. Just DSOs look like they ticked up a little bit.

Anything to call out there, the timing or any sort of explanation there?.

Say that again Ralph….

DSO increase..

Okay. So the DSO increased. For everybody else to hear, it is related to just the timing. We made some changes with an offshore vendor and it’s just that transition process there. We are not concerned about that in the long run, no..

Okay. Thank you. .

We’ll go to the line of Gary Taylor with JP Morgan. Please go ahead. .

Hi good morning. .

Good morning Gary..

Most of my questions are answered, so I just want to touch on two things.

First, when you talked about expanding the scope of internal initiatives or that was mentioned in the release, does that really just entail Roger what you talked about how now every plan has or every practice has an operating plan, every practice is being routinely benchmarked? I guess that statement sort of caught my eye in the release and I just kind of wondered if there was more color around what that meant exactly..

Yes, that’s right. Each practice has its plan now and they are being held to that plan and of course the plan varies according to the specific practice, right. In some instances it may be staffing, in other instances it may be billings and collections, in other instances it may be you know government relations.

I mean it just depends on the practice, but yes, that’s what it means..

Some of those Gary could be like looking at you know usage of premium labor. The other thing is again, staffing ratios do we need to have surgical directions in there to do a consult on that? So it is a garden variety of those types of things, and so you’ll see that spill through the P&L in different line items.

Some of them is like I said, renegotiation of some of the administrative fees depending on the coverage that any given hospital would want us to provide. So it’s all of the above..

Thank you and my only other question was just going back to the Southeast and I think you acquired that in 2010 and had a little bit better concept at that time of number of hospitals and ambulatory sites that they were providing service at.

So at this point in time, is it fair to say that Atrium, both inpatient and affiliated ambulatory sites are in the majority of that practice revenue? Is that still accurate?.

Yes, the majority. Not all, but definitely the majority and there are some pain practices there that are not part of that in all that, but definitely the majority, yes..

Thanks you. .

We’ll go to the line of Brian with Jefferies. Please go ahead. .

Hey, good morning. Roger just – sorry to go back to the Charlotte situation, but how do we think about, you know you have 90 or so clinicians there. How do we think about your ability to replace them in other markets? And I guess for Vivian, if we cannot resolve the contract and it goes away July 1, how should we be thinking about the costs.

I mean, without putting numbers out there, the cost of the salaries of the docs versus basically zero revenue offset?.

Yes. First of all there is 80 physicians and each physician will figure out what their best alternatives are. Some will want to seek jobs and their non-competes are you know reasonable, they are within 20 miles, etcetera. So some will find jobs within the state, others will do locums. Others will – everybody will just –some will retire.

Everybody will just figure out what their best alternatives are and that’s how we’re looking at it. We have lots of openings across our practice across the country. We have practices in nearby cities or states in Georgia and other places. So it will and it is today being considered in a combination of different ways..

So Brian, to your question for me, there are certainly some payouts to the doctors, but the reason why I don’t want to really get ahead of myself is that because as Roger mentioned this is still an active, very active negotiation, and we do think that there will be pieces of this, whether we place physicians in other practices, etcetera, that we will resolve and other pieces of the two depending on how the negotiation with the hospital goes.

So I really, as you can appreciate don’t want to get into the particulars of that, because I have my general counsel staring at me at the moment. Don’t talk about this active litigation. So that’s as much as we feel prudent to say at this point..

To be clear though, I want to be very clear that there is no active negotiation going on with the hospital right now. I don’t want you to misunderstand that..

Okay. No I appreciate that.

My second question is, as we think about your M&A pipeline we’ve seen a few deals obviously go through, but how should we be thinking about the back half of the year in terms of what you’re seeing? Also, has your view on anesthesiology changed or are you focused solely or mostly on radiology for the rest of the year? Thanks. .

Yes, I think our pipeline is fine. We’ve got a number of organic and acquisition opportunities. We are going to continue to be very careful about the kind of multiples that we pay for these practices and so that will play a role. We are not out of the anesthesia business.

There are a number of practices, of anesthesia practices that are in our pipeline and that if we can complete those deals at reasonable multiples, we would be happy to move forward with those acquisitions.

Everything that has happened in our company over the last three months has an impact and plays a role on our acquisition strategy, right? So we’re getting calls from groups across the country asking the same questions that you’re asking.

What’s going on with Charlotte? What’s going on, are you selling the company? Are you out of the anesthesia business? And so what we see, and of course our competitors take advantage of that, right, and they’re saying, Oh my gosh, that company is a disaster, they’re getting sold.

Did you see their short report? They’re going to go bankrupt, blah, blah, blah. So now, I have to fight all of those ghosts as well and so what I’m telling you is that we have always done acquisitions and we will continue to do acquisitions.

What I cannot promise you is what the timing of those acquisitions is going to be as we move forward here over the next few months because of the impact that all of this noise has had on our company over the last three months..

I appreciate that. Thanks guys. .

We’ll go to the line of Chad Vanacore with Stifel. Please go ahead. .

Hey, good morning all. .

Good morning. .

So, one subject we didn’t cover is cash flow, and first quarter cash flow from operations was much lower than it was in the prior first quarter.

I think Vivian addressed some of that as working capital, but how should we think about cash flow for the year, especially in light of the benefits you gave in 2018 from a lower tax rate?.

Yes. And so the first quarter, I explained what happened between the deferred payments, which was roughly in the $62 million range there and as well as the DSO impact. So for the rest of the year, the level should be in line with what you saw, a little bit higher given the differentiator and the tax rate, but there is nothing there that’s unusual..

Alright, so rest of the year back to historical run rate, but do you expect any of these payments to reverse out throughout the next three quarters?.

What payments do you mean?.

Well, do you expect DSOs to start going down, you start to....

Sure, yeah, yeah. Yes, the DSO will definitely Chad, yeah. .

Okay.

And then just because we barely touched on the radiology practices, how are integrations going and do you expect any ramp-up from here or any improvement in margins?.

The integration of the radiology practices are exceeding our expectations, which were pretty high to begin with. Every one of these practices has bought in. Their practice in Tennessee has already added one tuck-in and it’s looking to add a second one here in Florida.

We’ve already added one and are looking to add actually two more that we have LOIs with. And so the one in Houston, which was the latest one there, they had not added one but they are looking – actually they did. We just announced a couple of weeks ago that we added the women’s practice in Houston.

So they are bought in and they are exceeding our expectations. I think that that sector of the business is doing extremely well..

Alright, so you had about no more than 4% growth from acquisitions year-over-year.

Should we expect that to be sort of the run rate going forward or do you expect to ramp that up?.

Well, that’s going to depend upon what happens with acquisition multiples and our ability to market our business model, which is a combination of teleradiology, vRad and the opportunities that that presents and our ability to attract. There is more competition now in radiology. One private equity firm has decided to jump into this world as well.

But I don’t know whether you should say that this 4% or 5% is representative of what we expect to see going forward. That’s our best shot at what we think we are going to be seeing this year..

Alright, and I’m sorry Roger, you had mentioned some extra competition in radiology.

What avenue is that coming from?.

Welsh put together their own radiology group..

Got it. Alright, thanks for taking the questions. .

[Operator Instructions] We’ll go to the line of John Ransom with Raymond James. Please go ahead. .

Hi, good morning. I was intrigued that you are looking at new anesthesia deals.

Are you structuring those comp deals differently than you did in the past?.

Yes. We’re using our new compensation model for those practices..

And that would be just generally speaking more variable and less fixed?.

Generally speaking, yes. It is a percentage of revenue..

Okay, thanks. Secondly, I was also intrigued that Vivian mentioned that you really have to wait, to get to the end of the guarantee before you can go back to the doctor and renegotiate.

Have you had any experience where there was such a MAC, a material adverse change in the practice economics that you were able to renegotiate it in advance of the guarantee expiring or is the guarantee sort of hard and fast, no touch four or five years?.

No. There have been instances, particularly when they are out of bonus and when they feel like they don’t see a way into bonus. There are a couple of practices that we are having those conversations with now..

Yes, John, that’s a generally speaking, not necessarily an absolute..

Okay, great. And then my third question is, I mean this is just big picture, but if birthrates continue to be where they are and if anesthesia mix shifts continues to slide and if your G&A costs continue to go up, I just can’t see a path to margin expansion, so maybe you could help with that.

I know the comparisons get easier, but if that’s the backdrop, I don’t understand where margin expansion comes from down the road?.

So John, we do think that there is an opportunity for that.

I mean even in the third and the fourth quarter, given that we have these operating plans that we think will be ramping up and we can see, albeit early, but we have seen some positive results for that in the first quarter and we have some expected in the fourth quarter and again, not only on the cost side, but also on helping with the organic growth that we had of 3.5% in spite of the fact that I had you know a 75th [ph] decreased impairment.

So all of the above factor into that..

Okay. And then, look I did one day of law school in 1983 and I ran out screaming, so I’m not going to second-guess the attorneys. But it’s my understanding that non-competes – so let’s take a physician practice where you have principals and you have employees.

So certainly a principal that got a payment upfront for his or her practice would be subject to consideration in a contract.

But what I don’t understand is if you just bolt-on an employed anesthesiologist and you have a non-compete and you lose a contract in Charlotte, how do you enforce the non-compete if there is no consideration? I’ve heard that’s difficult – that those are difficult to enforce and they haven’t withstood court challenges, but I may be wrong about that..

Yes. You should go back to law school..

No. Please no..

First of all, non-competes are enforceable in North Carolina. There are some states where they are not and we have elected not to practice in those states. For us non-competes are an integral part of our business model and whether they got paid money upfront during the acquisition or not, the non-competes are enforceable.

More importantly than that however, because you could say well, the hospital is going to go to court and say, we need these pediatric anesthesiologists and we need for you to let them out of your non-compete. Yet the problem is that the hospital created the crisis.

You cannot create a crisis and say, the physicians, I think – I’m not a lawyer either, but I didn’t go to law school, and you can’t create a crisis and you can’t then come back to – I don’t think you can then go back to the courts six months later and say, we have a crisis and I need for you to let people come out of non-compete..

My understanding is not just they want to employ the doctors, they also want to invert the ratio of CRNA anesthesiologists and go to a much higher ratio of CRNAs than you might see in other markets. So it’s not just they want to cut the doctor’s salary, they want to reduce their utilization of doctors and use a lot more CRNAs..

That’s what we have been told..

Okay. And I guess, my also understanding is they have such unique market positions, they are trying to recreate a Kaiser model because they have huge market share. There’s only one small competitor and there probably wouldn’t be something in other markets.

Our view is it is going to be a unique market because of their market share and their market power..

Yes..

Yes. We agree. .

Okay. Alright, thank you. .

And they’ve got the Department of Justice and other people looking at all the stuff they’re doing as well..

Interesting. Thanks so much. .

Thanks John. .

We’ll go to the line of Dana Hambly with Stephens. Please go ahead. .

Hey, thanks for getting me in. Just a couple of housekeeping items, Vivian.

I missed how much you said the tax payment was for in the quarter?.

It’s roughly around $62 million. .

$62 million okay. .

Those were deferred data from the Florida companies that were impacted by the hurricanes..

Correct. Yes okay, I got that. And then on the timing of the equity grant moving it from June to March, it increased expenses by $2.2 million in 1Q and it will increase G&A by $4 million in 2Q? Does that - I’m just trying to think about the second half of the year..

Yeah, think about it this way. We moved it up three months. So where it was one month in Q1 and two months in Q2, so there is an overlap there..

Got you. Okay, that makes sense. And then just last on the state advocacies programs, the increasing Medicaid rates. It’s been a couple of quarters since we got an update there.

Any big states pulling through for you or anyone’s that we should consider maybe pulling through for you sometime this year?.

Yes. I mean, we have some pretty favorable ones. I don’t know if we talked about Ohio as being one where we got a pretty considerable increase in Michigan. Florida, we got also and then other - they’re all speaking here of Washington, but I mean we’re pretty sleek with it this year. We’ve had some pretty good results, but yes..

Yes, Washington is the most recent one and that was just announced, I’m going to say two or three weeks ago. We just found out about it two or three weeks ago, so it’s online..

Okay.

And do you see that kicking in now or do you think when the fiscal year is reset for most states in July, that’s when you’ll start to see it kick in?.

It’s a fiscal year..

Yes. So they have to fund it right..

Okay. I appreciate it, thanks. .

Thanks. .

And you do have a final question that will come from Duncan Brown with Wells Fargo. Please go ahead..

Hey, good morning. Thanks for talking the question. Just given some of the moving pieces, I wonder if you could provide any updated thoughts on your target leverage profile.

Maybe how high is too high? And then any thoughts around becoming a little more aggressive on the share repurchase front going forward?.

Okay. So on the target leverage, I mean I think we’re still in the range that we have said publicly in our financial policy, in that 3x leverage ratio.

That could go slightly up or down given our acquisition activity, but normally that’s it and then we continue to be opportunistic on the share buyback front and we always evaluate that with our Board, depending on what’s going on in the quarter..

I guess, maybe I’ll ask it differently.

Would you be willing to take leverage above that 3x ratio for the share repurchase activity?.

Yes, I’m not going to comment on that..

I think we’d have to go back to the Board on that and talk to them about that..

Okay, thank you. .

Mr. Lynch, there are no additional questions at this time. Please continue..

Thank you. If there aren’t any more questions, let me thank everyone for participating this morning and I look forward to speaking with you again next quarter. Thank you operator..

You’re welcome. Ladies and gentlemen, that does conclude our conference for today. Thank you for your participation and for using AT&T Executive Teleconference. You may now disconnect..