SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) December 13, 1999
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PEDIATRIX MEDICAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation)
0-26762 65-0271219
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(Commission File Number) (IRS Employer Identification No.)
1455 North Park Drive
Ft. Lauderdale, Florida 33326
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 384-0175
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
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The accounting firm of PricewaterhouseCoopers LLP ("PWC")
(formerly Coopers & Lybrand L.L.P) was previously engaged as the principal
independent accountants of Pediatrix Medical Group, Inc. (the "Company") during
fiscal years 1996 and 1997 and throughout fiscal year 1998. As a result of an
accounting and auditing enforcement administrative proceeding in which the
Securities and Exchange Commission (the "SEC") determined that PWC had violated
the auditor independence rules, the Company also engaged KPMG LLP ("KPMG") in
January 1999 to audit the Company's 1998 financial statements. On March 29,
1999, the Company's Audit Committee dismissed PWC, and KPMG became the Company's
principal independent accountants.
On December 13, 1999, the Company dismissed the accounting firm
of KPMG as the Company's principal accountant and retained the service of PWC as
their principal accountant. The decision to change accountants was approved by
the Company's Audit Committee.
KPMG's report on the financial statements of the Company for
fiscal year 1998 (the only year for which KPMG has issued a report on the
financial statements of the Company) did not contain an adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope, or accounting principles.
During the Company's most recent fiscal year and for the interim
periods through December 13, 1999, there were no disagreements between the
Company and KPMG on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of KPMG, would have caused it to make reference
to the subject matter of the disagreement in connection with its audit report.
However, during the process of conducting the audit of the Company's 1998
financial statements, KPMG questioned the historical accounting of capitalizing
certain acquisition-related bonus costs. The Company discussed the historical
accounting with KPMG and PWC and sought clarification from the SEC regarding
this accounting matter. The SEC did not require the Company to restate any
financial statements provided that the Company agreed to prospectively adopt an
accounting policy to expense all such bonuses for transactions occurring on or
after January 1, 1999, which policy was adopted by the Company effective January
1, 1999.
Also during the audit of the Company's 1998 financial
statements, KPMG noted, in a report dated March 22, 1999, certain reportable
conditions in the Company's internal control procedures regarding residual debit
balances and overpayments due to patients and payors. These conditions were
reported to and discussed with the Company's Audit Committee. As a result of
these conditions, KPMG expanded the scope of its audit to ensure that the
information contained in the Company's financial statements were fairly stated
in accordance with generally accepted accounting principles. KPMG issued an
unqualified opinion on the Company's 1998 financial statements. Subsequent to
the completion of the 1998 audit, the Company has strengthened its controls over
these areas through process change and the dedication of appropriate personnel.
Through these changes the Company has enhanced its ability to identify and
resolve these items in a timely manner. Pediatrix has authorized KPMG to respond
fully to any inquiries by PWC regarding these items.
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits
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(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
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Not applicable.
(c) Exhibits
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16 Acknowledgment letter from KPMG LLP to the
Securities and Exchange Commission, dated
December 20, 1999, regarding the statements made
by the Company in Item 4, Changes in the
Registrant's Certifying Accountant.
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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.
Dated: December 22, 1999 By: /s/ Karl Wagner
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Karl Wagner, Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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16 Acknowledgment letter from KPMG LLP to the
Securities and Exchange Commission, dated
December 20, 1999, regarding the statements made
by the Company in Item 4, Changes in the
Registrant's Certifying Accountant.
KPMG LLP
450 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
KPMG LLP was previously principal accountants for Pediatrix Medical Group, Inc.
and subsidiaries ("Pediatrix" or the "Company") and under the date of March 22,
1999, we reported on the consolidated financial statements of Pediatrix Medical
Group, Inc. and subsidiaries as of and for the year ended December 31, 1998. On
December 13, 1999, our appointment as principal accountants was terminated. We
read the Company's statements included under Item 4 of its Form 8-K dated
December 13, 1999, and we agree with such statements, except as follows:
KPMG LLP is not in a position to agree or disagree with the Company's statements
in the fifth and sixth sentence in paragraph five of Item 4, to the effect that
the Company has strengthened its control over the areas through process change
and the dedication of appropriate personnel; or that through these changes the
Company has enhanced its ability to identify and resolve these items in a timely
manner.
Very truly yours,
/s/KPMG LLP
December 20, 1999