================================================================================
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): August 3, 2006
PEDIATRIX MEDICAL GROUP, INC.
-----------------------------
(Exact Name of Registrant as Specified in Its Charter)
Florida 001-12111 65-0271219
- ----------------------------- ---------------- -----------------------------
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1301 Concord Terrace
Sunrise, Florida 33323
-------------------------------------------------------------
(Address of principal executive office)
Registrant's telephone number, including area code (954) 384-0175
--------------
================================================================================
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 Condition.
On August 3, 2006, Pediatrix Medical Group, Inc. (the "Company" or
"Pediatrix") issued a press release announcing revenues and other selected
unaudited financial information for the three and six months ended June 30, 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.
In the Release, the Company announced that the Audit Committee of its Board
of Directors is reviewing the Company's practices relating to its stock option
grants. This voluntary review was initiated following a shareholder inquiry and
in light of recent reports in the financial media regarding stock option
practices. The review is being conducted with the assistance of the Audit
Committee's outside legal counsel. Pediatrix does not intend to comment on any
aspect of the review or possible outcome until after the Audit Committee
completes its review. At that time, Pediatrix expects to provide an update as to
the Audit Committee's findings.
As a result of the review, the Company will announce its complete financial
results for the second quarter of fiscal 2006 following the completion of the
Audit Committee's work. Based on the status of the review to date, Pediatrix
believes that it will not be able to report full results for the second quarter
of 2006 and file its Form 10-Q for the second quarter by the filing deadline.
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 August 3, 2006
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: August 3, 2006 By: /s/ Karl B. Wagner
------------------
Name: Karl B. Wagner
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated August 3, 2006.
Exhibit 99.1
Pediatrix Reports Revenues for 2006 Second Quarter,
Company Announces Review of Stock Option Grant Practices
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Aug. 3, 2006--Pediatrix
Medical Group, Inc. (NYSE:PDX) today reported revenues for the three
months and six months ended June 30, 2006. Pediatrix also announced a
review of the Company's historic stock option practices and related
accounting. As a result, additional financial results will be issued
upon completion of the review.
For the three months ended June 30, 2006, Pediatrix reported net
patient service revenue of $203.8 million, up 17 percent from $173.8
million for the same period of 2005.
The increased revenue was the result of same-unit revenue growth
of 10.0 percent, as well as contributions from acquisitions. Same-unit
revenue growth included the favorable impact of a new billing code for
neonatal physician services, better reimbursement from commercial
payors, and higher patient service volume across all physician
subspecialties and was offset by a slight increase in the percentage
of patients reimbursed under government programs when compared to the
same period of 2005. Patient volume at neonatal intensive care units
staffed by Pediatrix physicians increased by 2.9 percent for the 2006
second quarter when compared to the 2005 second quarter.
For the six months ended June 30, 2006, Pediatrix had net patient
service revenue of $391.5 million, up 16 percent from the prior-year
period.
At June 30, 2006, Pediatrix had cash and equivalents of $28.8
million, and net accounts receivable of $113.8 million. Pediatrix had
no amounts outstanding under its $225 million revolving credit
facility at the end of the 2006 second quarter. During the first half
of 2006, Pediatrix invested $66.7 million to complete four physician
group practice acquisitions. During July, Pediatrix invested another
$6.2 million to acquire physician group practices in central Florida
and southern California.
Option Grant Practices Review
Pediatrix also announced today that the Audit Committee of its
Board of Directors is reviewing the Company's practices relating to
its stock option grants. This voluntary review was initiated following
a shareholder inquiry and in light of recent reports in the financial
media regarding stock option practices. The review is being conducted
with the assistance of the Committee's outside legal counsel.
Pediatrix does not intend to comment on any aspect of the review or
possible outcome until after the Audit Committee completes its review.
At that time, Pediatrix expects to provide an update as to the Audit
Committee's findings.
As a result of the review, the Company will announce its complete
financial results for the second quarter of fiscal 2006 following the
completion of the Audit Committee's work. Based on the status of the
review to date, Pediatrix believes that it will not be able to report
full results for the second quarter of 2006 and file its Form 10-Q for
the second quarter by the filing deadline.
Earnings conference call
Pediatrix Medical Group, Inc. will host an investor conference
call to discuss the quarterly revenue results at 10 a.m. (EDT) today.
The conference call webcast may be accessed from the Company's
Web site, http://www.pediatrix.com. A telephone replay of the
conference call will be available from 1 p.m. (EDT) today through
midnight (EDT) August 15, 2006 by dialing 800-475-6701, access code
834606. The replay will also be available at http://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 860 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 http://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 the audit
committee's inquiry described above; whether or not the audit
committee's inquiry would lead to the discovery of accounting errors
or other adverse facts and possible regulatory action or litigation.
CONTACT: Pediatrix Medical Group, Inc., Fort Lauderdale
Bob Kneeley, 954-384-0175, x-5300
bob_kneeley@pediatrix.com