Expects Initial Annualized Accretion of $0.10 per Share
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--May 18, 2015--
MEDNAX, Inc. (NYSE: MD), the national medical group specializing in
neonatal, anesthesia, maternal-fetal, pediatric cardiology and other
pediatric physician services, today announced that it has completed the
previously announced acquisition of Virtual Radiologic Corporation
(vRad), a leading radiology physician services and telemedicine company.
The purchase consideration for the transaction was $500 million, which
includes the assumption of certain net operating loss carryforwards.
As the Company indicated in its initial announcement of the transaction,
the acquisition is expected to be accretive to GAAP earnings. Based on
vRad’s current results, and based on expected annual non-cash
depreciation and amortization expense of approximately $20 million,
MEDNAX anticipates that the acquisition will add an initial $25 million
in annualized operating income and $0.10 in annualized diluted earnings
per share. The Company anticipates that this contribution will increase
in the foreseeable future, based on expected percentage growth in
organic revenue at vRad in the high single digits.
The Company’s estimate of expected depreciation and amortization expense
is preliminary and remains subject to the completion of a third-party
valuation to determine the fair value of the underlying net assets.
ABOUT vRAD
vRad (Virtual Radiologic) is a leading outsourced radiology physician
services and telemedicine company with over 350 U.S. board-certified and
eligible physicians, 75% of whom are subspecialty trained. The company
interprets over 5 million patient studies annually—and processes over
1.2 billion images on what it believes is the world’s biggest and most
advanced teleradiology picture archiving and communication system (PACS)
— for its 2,100+ client hospital, health system and radiology group
facilities. A winner of Frost & Sullivan’s Visionary Innovation Award
for Medical Imaging Analytics (North America) and a leader in imaging
analytics, vRad provides access to the only radiology patient care
benchmarking platform (vRad RPCSM Index) with 31 million+
normalized imaging studies, growing at approximately 400,000 per month.
vRad’s clinical expertise and evidence-based insight help clients make
better decisions for the health of their patients and their imaging
services. For more information about the company, including vRad’s 2014
Frost & Sullivan Best Practices Award, please visit www.vrad.com.
ABOUT MEDNAX
MEDNAX, Inc. is a national medical group comprised of the nation's
leading providers of neonatal, anesthesia, maternal-fetal and pediatric
physician subspecialty services. Physicians and advanced practitioners
practicing as part of MEDNAX are reshaping the delivery of care within
their specialties and subspecialties, using evidence-based tools,
continuous quality initiatives and clinical research to enhance patient
outcomes and provide high-quality, cost-effective care. Pediatrix
Medical Group, a division of MEDNAX, was founded in 1979 and includes
neonatal physicians who provide services at more than 370 neonatal
intensive care units, and collaborate with affiliated maternal-fetal
medicine, pediatric cardiology, pediatric critical care and other
physician subspecialists to provide a clinical care continuum. Pediatrix
is also the nation's largest provider of newborn hearing screens.
American Anesthesiology, a division of MEDNAX, was established in 2007
and includes more than 2,400 anesthesiologists and advanced
practitioners who provide anesthesia care to patients in connection with
surgical and other procedures as well as pain management. MEDNAX,
through its affiliated professional corporations, employs more than
2,675 physicians in 34 states and Puerto Rico. In addition to its
national physician network, MEDNAX provides services to medical
providers in over 40 states through two complementary businesses,
consisting of a revenue cycle management company and a consulting
services company. Additional information is available at www.mednax.com.
Certain statements and information in this press release may be
deemed to contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements may
include, but are not limited to, statements relating to our objectives,
plans and strategies, and all statements, other than statements of
historical facts, that address activities, events or developments that
we intend, expect, project, believe or anticipate will or may occur in
the future. These statements are often characterized by terminology such
as “believe”, “hope”, “may”, “anticipate”, “should”, “intend”, “plan”,
“will”, “expect”, “estimate”, “project”, “positioned”, “strategy” and
similar expressions, and are based on assumptions and assessments made
by MEDNAX’s management in light of their experience and their perception
of historical trends, current conditions, expected future developments
and other factors they believe to be appropriate. Any forward-looking
statements in this press release are made as of the date hereof, and
MEDNAX undertakes no duty to update or revise any such statements,
whether as a result of new information, future events or otherwise.
Forward-looking statements are not guarantees of future performance and
are subject to risks and uncertainties. Important factors that could
cause actual results, developments, and business decisions to differ
materially from forward-looking statements are described in MEDNAX’s
most recent Annual Report on Form 10-K and its Quarterly Reports on Form
10-Q, including the sections entitled “Risk Factors”, as well MEDNAX’s
current reports on Form 8-K, filed with the Securities and Exchange
Commission. In addition, there can be no certainty that vRad will
achieve the forecasted results presented in this press release and .forward-looking
statements regarding vRad set forth herein are subject to a variety of
risks and uncertainties applicable to business acquisitions. These
include, without limitation: whether vRad can be successfully
integrated into MEDNAX’s operations; whether vRad will be
able to maintain its pre-acquisition revenue or operating income or
achieve the projected growth in such results; the effect of any final
valuation of vRad’s assets on MEDNAX’s depreciation and amortization
expense; changes in interest rates applicable to MEDNAX’s credit
facility; the extent of any unknown or contingent liabilities that vRad
may have, including liabilities for failure to comply with applicable
laws, or liabilities relating to medical malpractice claims; and other
risks and uncertainties affecting vRad’s business.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150518005346/en/
Source: MEDNAX, Inc.
MEDNAX, Inc.
Charles Lynch, 954-384-0175, x-5692
Vice
President, Strategy and Investor Relations
charles_lynch@mednax.com