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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): February 15, 2007
PEDIATRIX MEDICAL GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Florida 001-12111 65-0271219
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1301 Concord Terrace
Sunrise, Florida 33323
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(Address of principal executive office)
Registrant's telephone number, including area code (954) 384-0175
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c
Item 2.02. Results of Operations and Financial Conditions.
On February 15, 2007, Pediatrix Medical Group, Inc. (the "Company") issued a
press release announcing revenues and other selected unaudited financial
information for the three and 12 months ended December 31, 2006 (the "Release").
A copy of the Release is attached hereto as Exhibit 99.1 and is hereby
incorporated in this Current Report by reference. The information contained in
this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" with the
Securities and Exchange Commission nor incorporated by reference in any
registration statement or other document filed by the Company under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.
Item 8.01. Other Events.
The Audit Committee of Pediatrix's Board of Directors is continuing its review
of the Company's practices relating to its historical stock option grants and is
striving to complete this review as soon as possible. As part of this review,
the Audit Committee, Company management and the Company's independent public
accounting firm are working to complete an analysis of the financial impact
resulting from the improper dating of certain stock option grants. The Company
has not yet determined whether any restatement of the Company's historical
financial statements will be required. Additionally, there can be no assurance
that the Audit Committee's review will be completed in time to meet the
deadline, or any extension of the deadline, to file the Company's Annual Report
on Form 10-K.
The Company also announced in the Release that it has executed final agreements
with each of the state Medicaid programs participating in the previously
announced settlement agreement with the U.S. Department of Justice. The
government's national investigation was related to the Company's Medicaid and
TRICARE billing practices for neonatal services from 1996 - 1999. The Company
paid the full settlement amount to the federal government in September 2006, and
under the terms of the settlement agreement the federal government may now
disburse each participating state's portion of the settlement amount to the
individual states.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits
99.1 - Press Release dated February 15, 2007
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 hereunto duly authorized.
PEDIATRIX MEDICAL GROUP, INC.
Date: February 15, 2007 By: /s/ Karl B. Wagner
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Name: Karl B. Wagner
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated February 15, 2007
Exhibit 99.1
Pediatrix Reports Revenues for 2006 Fourth Quarter, Same-unit Growth
of 13.4 Percent
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Feb. 15, 2007--Pediatrix
Medical Group Inc. (NYSE:PDX) today reported revenues for the three
months and 12 months ended December 31, 2006. Additional financial
results will be issued upon completion of a review of the Company's
historic stock option practices that was announced in August 2006.
Pediatrix reported net patient service revenue of $211.3 million
for the three months ended December 31, 2006, up 19 percent from
$177.7 million for the same period of 2005.
Pediatrix's 2006 fourth quarter growth was driven principally by
higher same-unit revenue of 13.4 percent, as well as contributions
from acquisitions. Pediatrix continued to experience favorable impact
from a new billing code for neonatal physician services that was
introduced in 2006, as well as better reimbursement from payors.
Same-unit revenue growth attributed to volume for all services grew by
4 percent, which includes 3.0 percent growth in neonatal intensive
care unit volume.
For the year ended December 31, 2006, Pediatrix had net patient
service revenue of $818.6 million, up 18 percent from the prior-year
period. Same-unit growth during 2006 was 11.9 percent over 2005.
Overall same-unit patient volume grew by 5 percent in 2006, including
NICU patient volume growth of 3.6 percent.
At December 31, 2006, Pediatrix had cash, cash equivalents and
short-term investments of $135.3 million, and net accounts receivable
of $125.6 million. Pediatrix had no amounts outstanding under its $225
million revolving credit facility at the end of 2006. During the year,
Pediatrix invested $91.8 million of its cash to acquire eight
physician group practices.
Pediatrix also reported 2006 operating data for NICUs staffed by
Pediatrix physicians, including the total number of births at
hospitals where its physicians practice, admissions to NICUs at those
hospitals, and total NICU patient days.
NICU Operating Data
12 Months Ended
December 31,
2006 2005
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Number of:
Births 674,336 629,948
NICU Admissions 80,151 72,876
NICU Patient days 1,472,428 1,347,064
Option Grant Practices Review
The Audit Committee of Pediatrix's Board of Directors is
continuing its review of the Company's practices relating to its
historical stock option grants and is striving to complete this review
as soon as possible. As part of this review, the Audit Committee,
Company management and the Company's independent public accounting
firm are working to complete an analysis of the financial impact
resulting from the improper dating of certain stock option grants. The
Company has not yet determined whether any restatement of the
Company's historical financial statements will be required.
Additionally, there can be no assurance that the Audit Committee's
review will be completed in time to meet the deadline, or any
extension of the deadline, to file the Company's Annual Report on Form
10-K.
Pediatrix Completes Final Step in Government Investigation
Pediatrix also announced that it has executed final agreements
with each of the state Medicaid programs participating in the
previously announced settlement agreement with the U.S. Department of
Justice. The government's national investigation was related to the
Company's Medicaid and TRICARE billing practices for neonatal services
from 1996 - 1999. Pediatrix paid the full settlement amount to the
federal government in September 2006, and under the terms of the
settlement agreement the federal government may now disburse each
participating state's portion of the settlement amount to the
individual states.
Investor Conference Call
Pediatrix Medical Group, Inc. will host an investor conference
call to discuss the quarterly revenue results at 10 a.m. (ET) today.
The conference call Webcast may be accessed from the Company's
Website, www.pediatrix.com. A telephone replay of the conference call
will be available from 1:30 p.m. (ET) today through midnight (ET)
February 29, 2007 by dialing 800-475-6701, access code 863159. The
replay will also be available at www.pediatrix.com.
About Pediatrix
Pediatrix Medical Group, Inc. is the nation's leading provider of
newborn, maternal-fetal and pediatric physician subspecialty services.
Pediatrix physicians and advanced nurse practitioners are reshaping
the delivery of maternal-fetal and newborn care by identifying best
demonstrated processes and participating in clinical research to
enhance patient outcomes and provide high-quality, cost-effective
care. Founded in 1979, its neonatal physicians provide services at
more than 240 NICUs, and through Obstetrix, its perinatal physicians
provide services in many markets where Pediatrix's neonatal physicians
practice. Combined, Pediatrix and its affiliated professional
corporations employ more than 900 physicians in 32 states and Puerto
Rico. Pediatrix is also the nation's largest provider of newborn
hearing screens and newborn metabolic screening. Additional
information is available at www.pediatrix.com.
Certain statements and information in this press release may be
deemed to be "forward-looking statements" within the meaning of the
Federal Private Securities Litigation Reform Act of 1995.
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 are
forward-looking statements. 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 Pediatrix'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 Pediatrix 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 Pediatrix's most
recent Annual Report on Form 10-K, including the section entitled
"Risk Factors". Additional factors include, but are not limited to,
uncertainties related to: the time needed to complete an Audit
Committee's inquiry into historic stock option grant practices;
whether or not the Audit Committee's inquiry will require the
restatement of Pediatrix financial statements; the financial reporting
impact of improperly dated stock options; the tax effects of
improperly dated stock options; the potential discovery of accounting
errors or other adverse facts and possible litigation or regulatory
action resulting from the SEC's informal investigation or the U.S.
Attorney's investigation of Pediatrix's stock option granting
practices.
CONTACT: Pediatrix Medical Group, Inc., Fort Lauderdale
Bob Kneeley, Director, Investor Relations,
954-384-0175, x-5300
bob_kneeley@pediatrix.com