1 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 SEPTEMBER 30, 1996 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 of (I.R.S. Employer Identification No.) incorporation or organization) 1455 NORTHPARK DRIVE FT. LAUDERDALE, FLORIDA 33326 53901-0449 (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 November 1, 1996, the Registrant had 14,860,803 shares of $0.01 par value common stock outstanding. Page 1 of 13 pages 2 PEDIATRIX MEDICAL GROUP, INC. INDEX PAGE ---- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets as of September 30, 1996 (Unaudited) and December 31, 1995 ............................................................................................. 3 Condensed Consolidated Income Statements for the Three and Nine Months Ended September 30, 1996 and 1995 (Unaudited) ........................................................................... 4 Condensed Consolidated Cash Flow Statements for the Nine Months Ended September 30, 1996 and 1995 (Unaudited) ........................................................................... 5 Notes to Condensed Consolidated Financial Statements ............................................................... 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................................. 9 PART II - OTHER INFORMATION ......................................................................................... 12 SIGNATURES ......................................................................................................... 13 2 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PEDIATRIX MEDICAL GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1996 DECEMBER 31, (UNAUDITED) 1995 ------------- ------------ (IN THOUSANDS) ASSETS Current assets: Cash and cash equivalents ........................... $ 37,962 $18,499 Investments in marketable securities ............... 38,230 27,718 Accounts receivable, net ........................... 20,885 12,096 Prepaid expenses ................................... 891 628 Other current assets ............................... 142 497 Income taxes receivable ............................. -- 330 -------- ------- Total current assets ........................... 98,110 59,768 Property and equipment, net ........................... 8,001 4,549 Other assets, net ..................................... 46,158 5,564 -------- ------- Total assets ................................... $152,269 $69,881 ======== ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses ............... $ 11,144 $ 4,347 Income taxes payable ............................... 1,137 -- Current portion of note payable ..................... 201 64 Deferred income taxes ............................... 5,005 1,909 -------- ------- Total current liabilities ....................... 17,487 6,320 Note payable ......................................... 2,799 751 -------- ------- Total liabilities ............................... 20,286 7,071 -------- ------- Contingencies ......................................... Stockholders' equity: Preferred stock ..................................... -- -- Common stock ....................................... 148 131 Additional paid-in capital ......................... 115,660 55,620 Retained earnings ................................... 16,257 7,045 Unrealized gain (loss) on investments ............... (82) 14 -------- ------- Total stockholders' equity ..................... 131,983 62,810 -------- ------- Total liabilities and stockholders' equity ..... $152,269 $69,881 ======== ======= The accompanying notes are an integral part of these financial statements 3 4 PEDIATRIX MEDICAL GROUP, INC. CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------- --------------------- 1996 1995 1996 1995 ------- ------- ------- ------- (IN THOUSANDS, EXCEPT FOR PER SHARE DATA) Net patient service revenue ............................. $22,404 $12,478 $56,339 $30,495 ------- ------- ------- ------- Operating expenses: Salaries and benefits ................................. 14,526 8,212 36,863 20,805 Supplies and other operating expenses ................. 1,740 967 4,222 2,405 Depreciation and amortization ......................... 543 99 1,111 238 ------- ------- ------- ------- Total operating expenses ......................... 16,809 9,278 42,196 23,448 ------- ------- ------- ------- Income from operations ........................... 5,595 3,200 14,143 7,047 Investment income ....................................... 535 114 1,457 368 Interest expense ....................................... (80) (29) (142) (87) ------- ------- ------- ------- Income before income taxes ....................... 6,050 3,285 15,458 7,328 Income tax provision ................................... 2,485 1,314 6,246 2,932 ------- ------- ------- ------- Net income ....................................... $ 3,565 $ 1,971 $ 9,212 $ 4,396 ======= ======= ======= ======= Per share data (1995 pro forma): Net income per common and common equivalent share: Primary ............................................. $ .24 $ .22 $ .65 $ .47 ======= ======= ======= ======= Fully diluted ....................................... $ .24 $ .17 $ .65 $ .38 ======= ======= ======= ======= Weighted average shares used in computing net income per common and common equivalent share: Primary ............................................. 14,994 7,389 14,188 7,145 ======= ======= ======= ======= Fully diluted ....................................... 15,047 11,879 14,215 11,689 ======= ======= ======= ======= The accompanying notes are an integral part of these financial statements 4 5 PEDIATRIX MEDICAL GROUP, INC. CONDENSED CONSOLIDATED CASH FLOW STATEMENTS (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, ------------------------- 1996 1995 ------- ------- (IN THOUSANDS) Cash flows provided (used) by operating activities: Net income ........................................................... $ 9,212 $ 4,396 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ....................................... 1,111 238 Deferred income taxes ............................................... 3,096 913 Changes in assets and liabilities: Accounts receivable ............................................... (8,789) (1,639) Prepaid expenses and other current assets ......................... 92 (835) Income taxes receivable/payable ................................... 2,053 (122) Other assets ..................................................... 260 (1,696) Accounts payable and accrued expenses ............................. 4,207 798 ------- ------- Net cash provided by operating activities ....................... 11,242 2,053 ------- ------- Cash flows provided (used) by investing activities: Physician group acquisition payments ................................. (39,002) (3,096) Purchase of investments ............................................... 27,851 -- Proceeds from sale of investments ..................................... (38,459) -- Purchase of property and equipment ................................... (3,825) (1,543) ------- ------- Net cash used by investing activities ........................... (53,435) (4,693) ------- ------- Cash flows provided (used) by financing activities: Proceeds from mortgage loan ........................................... 3,000 -- Payments on notes payable ............................................. (815) (48) Proceeds from issuance of common stock ............................... 59,516 39,734 Payments made to retire common stock ................................. (45) (132) ------- ------- Net cash provided by financing activities ....................... 61,656 39,554 ------- ------- Net increase in cash and cash equivalents ............................... 19,463 39,968 Cash and cash equivalents at beginning of period ....................... 18,499 7,384 ------- ------- Cash and cash equivalents at end of period ............................. $37,962 $44,352 ======= ======= The accompanying notes are an integral part of these financial statements 5 6 PEDIATRIX MEDICAL GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1996 (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 and nine months ended September 30, 1996 are not necessarily indicative of the results of operations to be expected for the year ended December 31, 1996. 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 filed with the Securities and Exchange Commission on March 26, 1996. 2. BUSINESS ACQUISITIONS: The Company completed the acquisition of six neonatology and pediatric physician group practices during the first six months of 1996. Total cash paid for these acquisitions approximated $31 million. During the third quarter of 1996 the Company completed acquisitions of three neonatology physician group practices in West Palm Beach, Florida, Reno, Nevada and Spartanburg, South Carolina. Total cash paid for these acquisitions approximated $8 million, adding a total of six NICUs. The Company has accounted for the transactions using the purchase method of accounting and the excess of cost over fair value of net assets acquired is being amortized on a straight-line basis over 25 years. The results of operations of the acquired companies have been included in the consolidated financial statements from the dates of acquisition. The following unaudited pro forma information combines the consolidated results of operations of the Company and the companies acquired during 1996 as if the acquisitions had occurred on January 1, 1995: NINE MONTHS ENDED SEPTEMBER 30, ------------------------------------- 1996 1995 ------------ ------------ (IN THOUSANDS, EXCEPT PER SHARE DATA) Net patient service revenue ............. $67,040 $51,271 Net income ............................. 10,556 5,308 Fully diluted net income per share ..... $ .74 $ .45 The pro forma results do not necessarily represent results which would have occurred if the acquisitions had taken place at the beginning of the period, nor are they indicative of the results of future combined operations. 6 7 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) (UNAUDITED) 3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES: SEPTEMBER 30, 1996 DECEMBER 31, 1995 ------------------ ----------------- (IN THOUSANDS) Accounts payable ............................. $ 2,371 $ 786 Accrued salaries and bonuses ................. 2,157 779 Accrued payroll taxes and benefits ........... 1,813 726 Accrued professional liability coverage ....... 2,150 1,268 Other accrued expenses ....................... 2,653 788 ------- ------ $11,144 $4,347 ======= ====== 4. NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE: As a result of the conversion of preferred stock, which was not determined to be a common stock equivalent, into common stock in connection with the initial public offering, the Company has presented pro forma net income per common and common equivalent share for the three and nine months ended September 30, 1995. Pro forma net income per common and common equivalent share is computed based upon the weighted average number of shares of common stock and common stock equivalents, including the number of shares of common stock issuable upon conversion of preferred stock, outstanding during the period. Pursuant to the requirements of the Securities and Exchange Commission (SEC), common stock issued by the Company during the 12 months immediately preceding the initial filing of the registration statement with the SEC, plus common stock equivalents relating to the grant of common stock options during the same period, have been included in the calculation of pro forma weighted average number of common stock and common stock equivalents outstanding for the three and nine months ending September 30, 1995, using the treasury stock method and the initial public offering price of $20 per share. Net income per common and common equivalent share on a historical basis, both primary and fully diluted are as follows: THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------ ----------------------- 1996 1995 1996 1995 ------- ------- ------- ------- (IN THOUSANDS, EXCEPT PER SHARE DATA) Income applicable to common stock: Net income ......................... $ 3,565 $ 1,971 $ 9,212 $ 4,396 Less: preferred stock dividends ..... -- 333 -- 1,040 ------- ------- ------- ------- Income applicable to common stock ..... 3,565 1,638 9,212 3,356 ------- ------- ------- ------- Net income per share: Primary ............................. $ .24 $ .22 $ .65 $ .47 ------- ------- ------- ------- Fully diluted ....................... $ .24 $ .17 $ .65 $ .38 ------- ------- ------- ------- Weighted average number of common and common equivalent shares outstanding: Primary ............................. 14,994 7,389 14,188 7,145 ------- ------- ------- ------- Fully diluted ....................... 15,047 11,879 14,215 11,689 ------- ------- ------- ------- 7 8 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) (UNAUDITED) Primary income per common and common equivalent share is computed by dividing net income available to common shareholders by the weighted average number of common stock and common stock equivalents outstanding during the period. The voting, redeemable, cumulative, convertible preferred stock issued in October 1992 and converted into common stock in September 1995 was determined not to be a common stock equivalent. In computing primary income per common share for the three and nine months ended September 30, 1995, the preferred stock dividend reduces net income available to common shareholders. Fully diluted income per common share is computed by dividing net income by the weighted average number of common stock and common stock equivalents outstanding during the period and, for the three and nine months ended September 30, 1995, includes 4,571,063 shares of common stock assumed to be issued upon the conversion of all shares of the preferred stock. 5. NOTE PAYABLE: During the third quarter, the Company received a $3,000,000 mortgage loan from The First National Bank of Boston ("Bank of Boston"). The loan has quarterly payments of $50,100, bears interest at prime, currently 8.25%, and is secured by the Company's two buildings. The loan matures in June 2003. On June 27, 1996, the Company entered into a $30.0 million unsecured revolving credit facility (the "Credit Facility") with Bank of Boston and SunTrust Bank, which includes a $2.0 million amount reserved to cover deductibles under the Company's malpractice insurance policies. The Company intends to use amounts available under the Credit Facility primarily for acquisitions. The Credit Facility matures on June 30, 1999. At the Company's option, the Credit Facility bears interest at either LIBOR plus .875% or the prime rate announced by Bank Boston. There is no balance currently outstanding under the Credit Facility. 6. CONTINGENCIES: 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. The Company believes that the outcome of such legal actions and proceedings will not have a material adverse effect on the Company's financial condition, results of operations or liquidity. On May 14, 1996, the Company received the Internal Revenue Service's ("IRS") proposed adjustments to the Company's tax liability in connection with its examination of the Company's 1992, 1993, and 1994 federal income tax returns. The IRS has challenged certain deductions that, if disallowed, would result in additional taxes of approximately $4.5 million, plus interest. The Company and its tax advisors have prepared and submitted a response to the IRS. The Company and its tax advisors believe that the tax returns are substantially correct as filed and intend to vigorously contest the proposed adjustments. The Company and its tax advisors also believe that the amounts that have been provided for income taxes are adequate and that the ultimate resolution of the examination will not result in a material adverse effect on the Company's consolidated results of operations, financial position or cash flows. 7. SECONDARY PUBLIC OFFERING: On August 2, 1996, the Company completed a secondary public offering whereby it issued 1,755,000 shares of common stock resulting in net cash proceeds to the Company of approximately $59.3 million. 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1995 The Company reported net patient service revenue of $22.4 million for the three months ended September 30, 1996, as compared with $12.5 million for the same period in 1995, a growth rate of 79.5%. This $9.9 million increase was primarily attributable to new units at which the Company provides services as a result of acquisitions. Same unit patient service revenue increased $297,000 or 2.7% for the three months ended September 30, 1996, compared to the same period in 1995. Same units are those units at which the Company provided services for the entire period for which the percentage is calculated and the entire prior comparable period. The same unit growth resulted from volume increases as there were no general price increases during the periods. Salaries and benefits increased $6.3 million, or 76.9% to $14.5 million for the three months ended September 30, 1996, as compared with $8.2 million for the same period in 1995. Of this $6.3 million increase, $5.0 million, or 79.4%, was attributable to hiring new physicians, primarily to support new unit growth, and the remaining $1.3 million was primarily attributable to increased support staff and resources added in the areas of nursing, management and billing and reimbursement. Supplies and other operating expenses increased $773,000, or 79.9% to $1.7 million for the three months ended September 30, 1996, as compared with $967,000 for the same period in 1995, primarily as a result of new units. Depreciation and amortization expense increased by $444,000, or 448.5% to $543,000 for the three months ended September 30, 1996, as compared with $99,000 for the same period in 1995, primarily as a result of amortization of goodwill in connection with acquisitions. Income from operations increased approximately $2.4 million, or 74.8%, to $5.6 million for the three months ended September 30, 1996, as compared with $3.2 million for the same period in 1995. The increase in income from operations was primarily due to increased volume, principally from acquisitions. The Company earned investment income of approximately $535,000 for the three months ended September 30, 1996, as compared with $114,000 for the same period in 1995. The increase in investment income resulted primarily from additional funds available for investment due to proceeds from the initial and secondary public offerings as well as cash flow from operations. The effective income tax rate was approximately 41% and 40% for the three month periods ended September 30, 1996 and 1995, respectively. Net income increased 80.9% to $3.6 million for the three months ended September 30, 1996, as compared with $2.0 million for the same period in 1995. Net income as a percentage of net patient service revenue increased to 15.9% for the three months ended September 30, 1996, compared to 15.8% for the same period in 1995. 9 10 NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1995 The Company reported net patient service revenue of $56.3 million for the nine months ended September 30, 1996, as compared with $30.5 million for the same period in 1995, a growth rate of 84.7%. Of this $25.8 million increase, $24.1 million, or 93.4%, was primarily attributable to new units at which the Company provides services as a result of acquisitions. Salaries and benefits increased $16.1 million, or 77.2% to $36.9 million for the nine months ended September 30, 1996, as compared with $20.8 million for the same period in 1995. Of this $16.1 million increase, $12.5 million, or 77.7%, was attributable to hiring new physicians, primarily to support new unit growth, and the remaining $3.6 million was primarily attributable to increased support staff and resources added in the areas of nursing, management and billing and reimbursement. Supplies and other operating expenses increased $1.8 million, or 75.6% to $4.2 million for the nine months ended September 30, 1996, primarily as a result of new units. Depreciation and amortization expense increased by $873,000 or 366.8% to $1.1 million for the nine months ended September 30, 1996, as compared with $238,000 for the same period in 1995, primarily as a result of amortization of goodwill in connection with acquisitions. Income from operations increased approximately $7.1 million, or 100.7% to $14.1 million for the nine months ended September 30, 1996, as compared with $7.0 million for the same period in 1995, representing an increase in the operating margin from 23.1% to 25.1%. The increase in operating margin was primarily due to increased volume, principally from acquisitions. The Company earned investment income of approximately $1.5 million for the nine months ended September 30, 1996, as compared with $368,000 for the same period in 1995. The increase in investment income resulted primarily from additional funds available for investment due to proceeds from the initial and secondary public offerings as well as cash flow from operations. The effective income tax rate was approximately 40% for both of the nine month periods ended September 30, 1996 and 1995. Net income increased 109.6% to $9.2 million for the nine months ended September 30, 1996, as compared with $4.4 million for the same period in 1995. Net income as a percentage of net patient service revenue increased to 16.4% for the nine months ended September 30, 1996, compared to 14.4% for the same period in 1995. LIQUIDITY AND CAPITAL RESOURCES Prior to its initial public offering (IPO), the Company generated sufficient cash flow from operations to support its growth strategy, which primarily consisted of marketing directly to hospital administrators. The Company significantly increased its acquisition activities commencing with the third quarter of 1995. During the first nine months of 1996, the Company completed nine acquisitions of neonatology physician group practices, utilizing approximately $39 million of net proceeds from the IPO. On August 2, 1996, the Company completed a secondary public offering whereby it issued 1,755,000 shares of Common Stock resulting in net cash proceeds to the Company of approximately $59 million. As of September 30, 1996, the Company had approximately $76 million of cash, cash equivalents and marketable securities. As of September 30, 1996, the Company had working capital of approximately $80.6 million, an increase of $27.2 million from the working capital of $53.4 million available at December 31, 1995. The 10 11 net increase is principally a result of net proceeds from the Company's secondary offering and funds generated from operations, less expenditures related to the acquisition of nine physician group practices and additions to property and equipment. On June 27, 1996, the Company entered into a $30.0 million unsecured revolving credit facility (the "Credit Facility") with The First National Bank of Boston ("Bank of Boston") and SunTrust Bank, which includes a $2.0 million amount reserved to cover deductibles under the Company's malpractice insurance policies. The Company intends to use amounts available under the Credit Facility primarily for acquisitions. The Credit Facility matures on June 30, 1999. At the Company's option, the Credit Facility bears interest at either LIBOR plus .875% or the prime rate announced by Bank of Boston. There is no balance currently outstanding under the Credit Facility. The Company constructed a new administrative building, which was completed in the third quarter of 1996 at a total cost of approximately $2.3 million. The Company funded the construction of the new building with available cash. During the third quarter, the Company received a $3.0 million mortgage loan from Bank of Boston. The mortgage is secured by the Company's two buildings. The Company's annual capital expenditures have typically been for computer hardware and software and for furniture, equipment and improvements at the corporate headquarters. During the nine months ended September 30, 1996, capital expenditures amounted to approximately $3.8 million, which included $2.9 million for construction, furniture and equipment related to the new building described above. For the remainder of 1996, the Company anticipates capital expenditures of approximately $500,000. Capital expenditures during 1997 are not expected to exceed $2.0 million, principally for computer hardware and software. The Company anticipates that funds generated from operations together with the net proceeds of its secondary offering, cash and marketable securities on hand and funds available under the Credit Facility, will be sufficient to meet its working capital requirements and finance any required capital expenditures for at least the next twelve months. 11 12 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 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. The Company believes that the outcome of such legal actions and proceedings will not have a material adverse effect on the Company's financial condition, results of operations or liquidity. On May 14, 1996, the Company received the IRS's proposed adjustments to the Company's tax liability in connection with its examination of the Company's 1992, 1993 and 1994 federal income tax returns. The IRS has challenged certain deductions that, if disallowed, would result in additional taxes of approximately $4.5 million, plus interest. The Company and its tax advisors have prepared and submitted a response to the IRS. The Company and its tax advisors believe that the tax returns are substantially correct as filed and intend to vigorously contest the proposed adjustments. The Company and its tax advisors also believe that the amounts that have been provided for income taxes are adequate and that the ultimate resolution of the examination will not result in a material adverse effect on the Company's consolidated results of operations, financial position or cash flows. ITEM 2. CHANGES IN SECURITIES See Note 7 of Notes to Condensed Consolidated Financial Statements. 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 Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. 10.26 Lease Agreement between SunTrust Bank and PMG Acquisition Corp. 11.1 Statement Re: Computation of Per Share Earnings 27.1 Financial Data Schedule (b) Reports on Form 8-K None. 12 13 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: November 13, 1996 By: /s/ Roger J. Medel ------------------------------------ Roger J. Medel, President and Chief Executive Officer (Principal Executive Officer) Date: November 13, 1996 By: /s/ Lawrence M. Mullen ------------------------------------ Lawrence M. Mullen, Chief Financial Officer (Principal Financial and Accounting Officer) 13