1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-26762
PEDIATRIX MEDICAL GROUP, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0271219
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1301 CONCORD TERRACE
SUNRISE, FLORIDA 33323
(Address of principal executive offices)
(Zip Code)
(954) 384-0175
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
At May 4, 2001, the Registrant had 16,076,953 shares of $0.01 par value common
stock outstanding.
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PEDIATRIX MEDICAL GROUP, INC.
INDEX
Page
----
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of March 31, 2001 (Unaudited)
and December 31, 2000......................................................................................... 3
Condensed Consolidated Statements of Income for the Three Months Ended
March 31, 2001 and 2000 (Unaudited)........................................................................... 4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2001 and 2000 (Unaudited)........................................................................... 5
Notes to Condensed Consolidated Financial Statements............................................................ 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS........................................................... 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK........................................................................................12
PART II - OTHER INFORMATION..................................................................................... 13
ITEM 1. LEGAL PROCEEDINGS........................................................................................13
ITEM 2. CHANGES IN SECURITIES....................................................................................14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES..........................................................................14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS......................................................14
ITEM 5. OTHER INFORMATION........................................................................................14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.........................................................................15
SIGNATURES...................................................................................................... 16
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PEDIATRIX MEDICAL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2001 December 31,
(Unaudited) 2000
-------------- ------------
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents ......................... $ 1,756 $ 3,075
Accounts receivable, net .......................... 67,086 69,133
Prepaid expenses .................................. 906 831
Other current assets .............................. 917 836
-------- --------
Total current assets .......................... 70,665 73,875
Property and equipment, net ............................ 10,024 9,629
Goodwill and other assets, net ......................... 239,384 241,230
-------- --------
Total assets .................................. $320,073 $324,734
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Line of credit .................................... $ 15,800 $ 23,500
Accounts payable and accrued expenses ............. 28,260 29,878
Income taxes payable .............................. 8,059 3,266
Deferred income taxes ............................. 10,538 15,123
-------- --------
Total current liabilities ..................... 62,657 71,767
Deferred income taxes .................................. 7,512 7,197
Deferred compensation .................................. 3,899 3,870
-------- --------
Total liabilities ............................. 74,068 82,834
-------- --------
Commitments and contingencies
Shareholders' equity:
Preferred stock ................................... -- --
Common stock ...................................... 159 159
Additional paid-in capital ........................ 136,041 135,540
Retained earnings ................................. 109,805 106,201
-------- --------
Total shareholders' equity .................... 246,005 241,900
-------- --------
Total liabilities and shareholders' equity..... $320,073 $324,734
======== ========
The accompanying notes are an integral part of
these condensed consolidated financial statements
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PEDIATRIX MEDICAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended
March 31,
---------------------------
2001 2000
-------- --------
(in thousands, except for per share data)
Net patient service revenue ........................... $ 63,920 $ 59,409
Operating expenses:
Salaries and benefits .............................. 46,480 43,303
Supplies & other operating expenses ................ 6,857 5,721
Depreciation and amortization ...................... 3,578 3,336
-------- --------
Total operating expenses ..................... 56,915 52,360
-------- --------
Income from operations ....................... 7,005 7,049
Investment income ..................................... 73 80
Interest expense ...................................... (525) (987)
-------- --------
Income before income taxes ................... 6,553 6,142
Income tax provision .................................. 2,949 2,764
-------- --------
Net income ....................................... $ 3,604 $ 3,378
======== ========
Per share data:
Net income per common and common equivalent share:
Basic ..................................... $ .23 $ .22
======== ========
Diluted ................................... $ .22 $ .22
======== ========
Weighted average shares used in
computing net income per common and
common equivalent share:
Basic ........................................ 15,895 15,625
======== ========
Diluted ...................................... 16,692 15,705
======== ========
The accompanying notes are an integral part of
these condensed consolidated financial statements
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PEDIATRIX MEDICAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
-----------------------
2001 2000
------- -------
(in thousands)
Cash flows from operating activities:
Net income ............................................................... $ 3,604 $ 3,378
Adjustments to reconcile net income to net cash provided from
operating activities:
Depreciation and amortization ........................................ 3,578 3,336
Deferred income taxes ................................................ (4,270) 882
Changes in assets and liabilities:
Accounts receivable ............................................. 2,047 (1,720)
Prepaid expenses and other current assets ....................... (156) (287)
Other assets..................................................... 83 (220)
Accounts payable and accrued expenses ........................... (1,618) (1,303)
Income taxes payable ............................................ 4,965 1,225
------- -------
Net cash provided from operating activities ................. 8,233 5,291
------- -------
Cash flows from investing activities:
Physician group acquisition payments ..................................... (887) (7,639)
Purchase of property and equipment ....................................... (1,294) (1,099)
------- -------
Net cash used in investing activities ....................... (2,181) (8,738)
------- -------
Cash flows from financing activities:
(Payments) borrowings on line of credit, net ............................. (7,700) 3,750
Payments on note payable ................................................. -- (50)
Proceeds from issuance of common stock ................................... 329 --
------- -------
Net cash (used in) provided from
financing activities ...................................... (7,371) 3,700
------- -------
Net (decrease) increase in cash and cash equivalents .......................... (1,319) 253
Cash and cash equivalents at beginning of period .............................. 3,075 825
------- -------
Cash and cash equivalents at end of period .................................... $ 1,756 $ 1,078
======= =======
The accompanying notes are an integral part of
these condensed consolidated financial statements
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PEDIATRIX MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(UNAUDITED)
1. BASIS OF PRESENTATION:
The accompanying unaudited condensed consolidated financial statements
of Pediatrix Medical Group, Inc. (the "Company" or "Pediatrix")
presented herein do not include all disclosures required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, these financial statements include all
adjustments, consisting only of normal recurring adjustments, necessary
for a fair presentation of the results of interim periods.
The results of operations for the three months ended March 31, 2001 are
not necessarily indicative of the results of operations to be expected
for the year ended December 31, 2001. The interim condensed
consolidated financial statements should be read in conjunction with
the consolidated financial statements and footnotes thereto included in
the Company's Annual Report on Form 10-K/A (Amendment No. 1) filed with
the Securities and Exchange Commission on April 6, 2001.
2. BUSINESS ACQUISITIONS:
The Company accounts for acquisitions using the purchase method of
accounting and the excess of cost over fair value of net assets
acquired is amortized on a straight-line basis over 25 years. The
results of operations of acquired practices have been included in the
consolidated financial statements from the dates of acquisition.
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PEDIATRIX MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
Accounts payable and accrued expenses consist of the following:
March 31, December 31,
2001 2000
--------- ------------
(in thousands)
Accounts payable ...................... $11,582 $ 9,662
Accrued salaries and bonuses .......... 2,830 6,960
Accrued payroll taxes and benefits .... 3,542 4,315
Accrued professional liability
coverage............................. 7,077 5,888
Other accrued expenses ................ 3,229 3,053
------- -------
$28,260 $29,878
======= =======
4. NET INCOME PER SHARE:
Basic net income per share is calculated by dividing net income by the
weighted average number of common shares outstanding during the period.
Diluted net income per share is calculated by dividing net income by
the weighted average number of common and potential common shares
outstanding during the period. Potential common shares consist of the
dilutive effect of outstanding options calculated using the treasury
stock method.
5. CONTINGENCIES:
In February 1999, several federal securities law class actions were
commenced against the Company and three of its principal officers in
United States District Court for the Southern District of Florida. The
plaintiffs purport to represent a class of all open market purchasers
of the Company's common stock between March 31, 1997, and various dates
through and including April 2, 1999. They claim that during that
period, the Company violated the antifraud provisions of the federal
securities laws by issuing false and misleading statements concerning
its billing practices and results of operations. The plaintiffs seek
damages in an undetermined amount based on the alleged decline in the
value of the common stock after the Company, in early April 1999,
disclosed the initiation of inquiries by state investigators into its
billing practices. The plaintiff class has been certified, and the case
is now in the discovery stage. No trial date has been set, but the
court has set a pre-trial conference for August 17, 2001. Under the
local rules, all pre-trial activities, including discovery and motions
for summary judgment, must be completed before that date, and trial may
be set for anytime thereafter. Also pursuant to the local rules, the
parties have agreed to engage in a mediation, but to date those efforts
have been unsuccessful. Although the Company continues to believe that
the claims are without merit and intends to defend them vigorously, if
the Company is unsuccessful in defending class action lawsuits that
have been brought against it, damages awarded could exceed the limits
of the Company's insurance coverage and have a material adverse effect
on the Company's financial condition, results of operations and
liquidity.
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PEDIATRIX MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
5. CONTINGENCIES, CONTINUED:
In April 1999, the Company received requests, and in one case a
subpoena, from investigators in Arizona, Colorado and Florida for
information related to its billing practices for services reimbursed by
the Medicaid programs in these states and the Tricare program for
military dependents. On May 25, 2000, the Company entered into a
settlement agreement with the Office of the Attorney General for the
State of Florida, pursuant to which the Company paid the State of
Florida $40,000 to settle any claims regarding the receipt of
overpayments from the Florida Medicaid program from January 7, 1997
through the effective date of the settlement agreement. On August 28,
2000, the Company entered into a settlement agreement with the State of
Arizona's Medicaid Agency, pursuant to which the Company paid the State
of Arizona $220,000 in settlement of potential claims regarding
payments received by the Company and its affiliated physicians and
physician practices from the Arizona Medicaid program for neonatal,
newborn and pediatric services provided over a ten-year period, from
January 1, 1990 through the effective date of the settlement agreement.
Additionally, the Company reimbursed the State of Arizona for costs
related to its investigation.
The Florida and Arizona settlement agreements both stated that the
investigations conducted by those states revealed a potential
overpayment, but no intentional fraud, and that any overpayment was due
to a lack of clarity in the relevant billing codes. Although the
Company believes that the resolution of the Florida and Arizona
investigations on these terms supports the propriety of our billing
practices, the investigation in Colorado is ongoing and these matters
have prompted inquiries by Medicaid officials in other states. The
Company cannot predict whether the Colorado investigation or any other
inquiries will have a material adverse effect on the Company's
business, financial condition and results of operations.
The Company further believes that billing audits, inquiries and
investigations from government agencies will continue to occur in the
ordinary course of its business and in the healthcare
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PEDIATRIX MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
services industry in general and from time to time, the Company may be
subject to additional billing audits and inquiries by government and
other payors.
During the ordinary course of business, the Company has become a party
to pending and threatened legal actions and proceedings, most of which
involve claims of medical malpractice and are generally covered by
insurance. These lawsuits are not expected to result in judgments which
would exceed professional liability insurance coverage, and therefore
are not expected to have a material impact on the Company's financial
position, results of operations or liquidity, notwithstanding any
possible lack of insurance recovery.
6. MERGER AGREEMENT
On February 15, 2001, the Company announced that it signed a definitive
merger agreement with Magella Healthcare Corporation ("Magella").
Under the terms of the agreement, Pediatrix would issue approximately
6.9 million shares of common stock in exchange for all outstanding
capital stock (including shares of Magella non-voting common stock that
will be issued upon the exercise immediately prior to the merger of
substantially all outstanding warrants of Magella). In addition,
Pediatrix would assume certain obligations to issue up to 1.39 million
shares of common stock pursuant to Magella stock option plans.
Pediatrix would repay an estimated $25 million of Magella bank debt and
assume $23.5 million of convertible subordinated notes which would be
convertible into approximately 1 million shares of Pediatrix common
stock.
The board of directors of each company has approved the definitive
agreement. Shareholders of Magella representing a majority of the
outstanding shares of Magella voting stock have agreed to vote their
shares in favor of the proposed merger. The proposed merger is subject
to the approval of the shareholders of Pediatrix. On February 13, 2001,
the proposed merger received early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.
This merger will be accounted for using the purchase method of
accounting. The purchase price to be allocated, including direct
transaction costs, is approximately $164.3 million. Pediatrix
anticipates that the transaction will close on May 15, 2001.
In the event that the merger is not consummated, the Company may be
liable for certain termination fees in accordance with the merger
agreement.
7. SUBSEQUENT EVENTS:
Subsequent to March 31, 2001, the Company completed the acquisition of
two physician group practices. Total consideration for these
acquisitions approximated $15.9 million in cash. The acquisitions will
be accounted for using the purchase method of accounting.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001 AS COMPARED TO THREE MONTHS ENDED
MARCH 31, 2000
We reported net patient service revenue of $63.9 million for the three
months ended March 31, 2001, as compared with $59.4 million for the same period
in 2000, a growth rate of 7.6%. Of this $4.5 million increase, $1.9 million, or
42.2%, was attributable to new units, including units at which we provide
services as a result of acquisitions. Same unit patient service revenue
increased approximately $2.6 million, or 4.5%, for the three months ended March
31, 2001. The increase in same unit patient service revenue is primarily the
result of a higher acuity level of patient service billed in the three months
ended March 31, 2001 as compared to the three months ended March 31, 2000. Same
units are those units at which we provided services for the entire current
period and the entire comparable prior period.
Salaries and benefits increased $3.2 million, or 7.3%, to $46.5 million
for the three months ended March 31, 2001, as compared with $43.3 million for
the same period in 2000. Of this increase, $1.6 million, or 50.0%, was
attributable to hiring new physicians and other clinical staff and to support
new unit growth and volume growth at existing units. The remaining $1.6 million
was primarily attributable to an increase in resources for: (i) billing and
collections as we continued our regionalization of collection activities; (ii)
administrative support at the practice level; and (iii) information services for
the development and support of clinical and operational systems. Supplies and
other operating expenses increased $1.2 million, or 19.9%, to $6.9 million for
the three months ended March 31, 2001, as compared with $5.7 million for the
same period in 2000. The increase was primarily the result of additional rent
expense and increased costs related to our regional collection offices.
Depreciation and amortization expense increased by approximately $242,000, or
7.3%, to $3.6 million for the three months ended March 31, 2001, as compared
with $3.3 million for the same period in 2000, primarily as a result of
depreciation on fixed asset additions and amortization of goodwill in connection
with acquisitions made during 2000.
Income from operations decreased approximately $44,000 to approximately
$7.0 million for the three months ended March 31, 2001 as compared to the same
period in 2000.
We recorded net interest expense of approximately $452,000 for the
three months ended March 31, 2001, as compared with net interest expense of
approximately $907,000 for the same period in 2000. The decrease in interest
expense in 2001 is primarily due to the reduction of our line of credit.
The effective income tax rate was approximately 45.0% for the three
months ended March 31, 2001 and 2000.
Net income increased 6.7% to approximately $3.6 million for the three
months ended March 31, 2001, as compared to $3.4 million for the same period in
2000. Diluted net income per common and common equivalent share remained
consistent at 22 cents for the three months ended March 31, 2001 and 2000.
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LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2001, we had working capital of approximately $8.0
million, an increase of $5.9 million from working capital of $2.1 million at
December 31, 2000.
During 2000, we refinanced our $75 million line of credit, which
matured on September 30, 2000, with an amended and restated credit agreement in
the amount of $75 million. At our option, the credit agreement (the "Line of
Credit") bears interest at LIBOR plus 2.0% or prime. The Line of Credit is
collateralized by substantially all the assets of Pediatrix, its subsidiaries
and its affiliated practices, and matures on September 30, 2001. We had $15.8
million outstanding under the Line of Credit at March 31, 2001 as compared to
$23.5 million at December 31, 2000. We are required to maintain certain
financial covenants. We are in compliance with such financial covenants at March
31, 2001.
We are currently evaluating several options to obtain financing beyond
the current maturity of the Line of Credit. However, there can be no assurance
that we will be able to obtain financing in amounts and on terms substantially
similar to the Line of Credit on or prior to September 30, 2001.
Our capital expenditures have typically been for computer hardware and
software and for furniture, equipment and improvements at the corporate
headquarters. During the three months ended March 31, 2001, capital expenditures
amounted to approximately $1.3 million.
Provided that we are able to secure financing in amounts similar to
those currently available under the Line of Credit, we anticipate that funds
generated from operations, together with cash on hand, and funds available under
such financing will be sufficient to meet our working capital requirements and
finance required capital expenditures for at least the next 12 months.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our Line of Credit and certain operating lease agreements are subject
to market risk from interest rate changes. The total amount available under the
Line of Credit is $75 million. At our option, the Line of Credit bears interest
at either LIBOR plus 2% or prime. The leases bear interest at LIBOR-based
variable rates. The outstanding principal balance on the Line of Credit is $15.8
million at March 31, 2001. The outstanding balances related to the operating
leases totaled approximately $17.2 million at March 31, 2001. Considering the
total outstanding balances under these instruments at March 31, 2001 of
approximately $33.0 million, a 1% change in interest rates would result in an
impact to pre-tax earnings of approximately $330,000 per year.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In February 1999, several federal securities law class actions
were commenced against us and three of our principal officers in United
States District Court for the Southern District of Florida. The
plaintiffs purport to represent a class of all open market purchasers
of our common stock between March 31, 1997, and various dates through
and including April 2, 1999. They claim that during that period, we
violated the antifraud provisions of the federal securities laws by
issuing false and misleading statements concerning our billing
practices and results of operations. The plaintiffs seek damages in an
undetermined amount based on the alleged decline in the value of the
common stock after we, in early April 1999, disclosed the initiation of
inquiries by state investigators into our billing practices. The
plaintiff class has been certified, and the case is now in the
discovery stage. No trial date has been set, but the court has set a
pre-trial conference for August 17, 2001. Under the local rules, all
pre-trial activities, including discovery and motions for summary
judgment, must be completed before that date, and trial may be set for
anytime thereafter. Also pursuant to the local rules, the parties have
agreed to engage in a mediation, but to date those efforts have been
unsuccessful. Although we continue to believe that the claims are
without merit and intend to defend them vigorously, if we are
unsuccessful in defending class action lawsuits that have been brought
against us, damages awarded could exceed the limits of our insurance
coverage and have a material adverse effect on our financial condition,
results of operations, and liquidity.
In April 1999, we received requests, and in one case a
subpoena, from investigators in Arizona, Colorado and Florida for
information related to our billing practices for services reimbursed by
the Medicaid programs in these states and the Tricare program for
military dependents. On May 25, 2000, we entered into a settlement
agreement with the Office of the Attorney General for the State of
Florida, pursuant to which we paid the State of Florida $40,000 to
settle any claims regarding the receipt of overpayments from the
Florida Medicaid program from January 7, 1997 through the effective
date of the settlement agreement. On August 28, 2000, we entered into a
settlement agreement with the State of Arizona's Medicaid Agency,
pursuant to which we paid the State of Arizona $220,000 in settlement
of potential claims regarding payments received by Pediatrix and its
affiliated physicians and physician practices from the Arizona Medicaid
program for neonatal, newborn and pediatric services provided over a
ten-year period, from January 1, 1990 through the effective date of the
settlement agreement. Additionally, we reimbursed the State of Arizona
for costs related to its investigation.
The Florida and Arizona settlement agreements both stated that
the investigations conducted by those states revealed a potential
overpayment, but no intentional fraud, and that any overpayment was due
to a lack of clarity in the relevant billing codes. Although we believe
that the resolution of the Florida and Arizona investigations on these
terms supports the propriety of our billing practices, the
investigation in Colorado is ongoing and these matters have prompted
inquiries by Medicaid officials in other states. We cannot predict
whether the Colorado investigation or any other inquiries will have a
material adverse effect on our business, financial condition and
results of operations.
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PEDIATRIX MEDICAL GROUP, INC.
PART II - OTHER INFORMATION - (CONTINUED)
ITEM 1. LEGAL PROCEEDINGS (CONTINUED):
We further believe that billing audits, inquiries and
investigations from government agencies will continue to occur in the
ordinary course of business and in the healthcare services industry in
general and from time to time, we may be subject to additional billing
audits and inquiries by government and other payors.
During the ordinary course of business, we have become a party
to pending and threatened legal actions and proceedings, most of which
involve claims of medical malpractice and are generally covered by
insurance. These lawsuits are not expected to result in judgments which
would exceed professional liability insurance coverage, and therefore
are not expected to have a material impact on our financial position,
results of operations or liquidity, notwithstanding any possible lack
of insurance recovery.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
This quarterly report contains statements which, to the extent
they are not historical fact, constitute "forward looking statements"
under the securities laws. All forward looking statements involve
risks, uncertainties and other factors that may cause our actual
results, performance or achievements to differ materially from those
expressed or implied by or in such forward looking statements. The
forward looking statements in this document are intended to be subject
to the safe harbor protection provided under the securities laws.
Our shareholders should also be aware that while we do, at
various times, communicate with securities analysts, it is against our
policies to disclose to such analysts any material non-public
information or other confidential information. Accordingly, our
shareholders should not assume that we agree with all statements or
reports issued by such analysts. To the extent statements or reports
issued by analysts contain projections, forecasts or opinions by such
analysts about us, such reports and statements are not our
responsibility.
For additional information identifying certain other important
factors which may affect our operations and could cause actual results
to vary materially from those anticipated in the forward looking
statements, see our Securities and Exchange Commission filings,
including but not limited to, the discussion included in the Business
section of our Form 10-K/A (Amendment No. 1) under the heading "Risk
Factors".
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PEDIATRIX MEDICAL GROUP, INC.
PART II - OTHER INFORMATION - (CONTINUED)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.19 Employment Agreement dated January 1, 2001, between
Roger J. Medel, M.D., M.B.A. and Pediatrix Medical
Group, Inc.
10.20 Amended and Restated Credit Agreement (Amendment
No. 1), dated as of April 30, 2001, among Pediatrix,
certain professional contractors, Fleet Bank, Sun
Trust Bank and UBS AG.
11.1 Statement Re: Computation of Per Share Earnings.
(b) Reports on Form 8-K
(i) Form 8-K, filed February 15, 2001, reporting Item 5
(Other Events) related to the Company's Agreement
and Plan of Merger with Magella Healthcare
Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PEDIATRIX MEDICAL GROUP, INC.
Date: May 11, 2001 By: /s/ Roger J. Medel, M.D.
--------------------------------------
Roger J. Medel, Chairman of the Board,
Chief Executive Officer and Director
(principal executive officer)
Date: May 11, 2001 By: /s/ Karl B. Wagner
--------------------------------------
Karl B. Wagner, Chief Financial
Officer (principal financial
and accounting officer)
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