Item 2.02 Results of Operations and Financial Condition.
Members of management of Surgery Partners, Inc. (the "Company"), will be meeting
with investors on January 9, 2023, as part of the 41st Annual J.P. Morgan
Healthcare Conference, including a presentation at 8:15 p.m. ET. Based on
results through November 2022, the Company is re-affirming its 2022 Adjusted
EBITDA guidance of $375 million to $385 million and its 2022 Revenue guidance of
$2.50 billion to $2.55 billion. This information is included in a Corporate
Presentation that may be used for these meetings. The Corporate Presentation is
available on the Company's website at
http://ir.surgerypartners.com/events-and-presentations/presentations.
The guidance for the fiscal year ended December 31, 2022 is based on results of
the Company through November 2022 and is subject to quarter- and year-end
adjustments in connection with the completion of customary financial closing
procedures, including management's review and finalization of the results for
the full year 2022 and to audit procedures by the Company's independent
registered public accounting firm, which have not yet been performed. These
customary closing procedures, along with December results, could cause actual
results to differ materially from management's guidance. Please also refer to
Item 1A "Risk Factors" in the Company's Annual Report on Form 10-K for the year
ended December 31, 2021 and the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, and
discussed from time to time in the Company's reports filed with the Securities
and Exchange Commission. You are cautioned not to rely on management's guidance
being achieved when making an investment decision in the Company's securities.
Adjusted EBITDA is a financial measure that has not been prepared in accordance
with generally accepted accounting principles in the United States ("GAAP") and
the Company's definition and computation of this non-GAAP financial measure may
vary from those used by other companies. This measure has limitations as an
analytical tool and should not be considered isolation or as a substitute or
alternative to net income or loss, operating income or loss, or any other
measures of operating performance derived in accordance with GAAP. The Company
defines the term "Adjusted EBITDA" as income before income taxes adjusted for
net income attributable to non-controlling interests, depreciation and
amortization, interest expense, net, equity-based compensation expense,
transaction, integration and acquisition costs, loss on disposals and
deconsolidations, net, litigation settlement and other litigation costs and
certain other items that we do not believe are representative of our ongoing
operations. The Company is unable to present a quantitative reconciliation of
Adjusted EBITDA to net income/loss for the periods presented because management
cannot reasonably predict with sufficient reliability all of the necessary
components of net income/loss for the periods presented. The determination of
the amounts that are excluded from non-GAAP financial measure is a matter of
management judgment and depends upon, among other factors, the nature of the
underlying expense or income amounts.
The information in this Current Report is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities under that Section
and shall not be deemed to be incorporated by reference into any filing of the
Registrant under the Securities Act of 1933 or the Exchange Act.
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