UNITED STATES
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 MARCH 31, 2002
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 incorporation (I.R.S. Employer
or organization) Identification No.)
1301 CONCORD TERRACE
SUNRISE, FLORIDA 33323
(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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:
Shares of Common Stock outstanding as of May 9, 2002: 26,702,261.
PEDIATRIX MEDICAL GROUP, INC.
INDEX
PAGE
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements............................................................................3
Condensed Consolidated Balance Sheets as of March 31, 2002 (Unaudited)
and December 31, 2001.........................................................................3
Condensed Consolidated Statements of Income for the Three Months Ended
March 31, 2002 and 2001 (Unaudited)...........................................................4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2002 and 2001 (Unaudited)...........................................................5
Notes to Condensed Consolidated Financial Statements............................................6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...................................................10
Item 3. Quantitative and Qualitative Disclosures About Market Risk......................................13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings...............................................................................14
Item 5. Other Information...............................................................................14
Item 6. Exhibits and Reports on Form 8-K................................................................15
SIGNATURES .................................................................................................16
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
PEDIATRIX MEDICAL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2002 DECEMBER 31,
(UNAUDITED) 2001
-------------- ------------
(IN THOUSANDS)
ASSETS
Current assets:
Cash and cash equivalents $ 36,599 $ 27,557
Accounts receivable, net 67,520 63,851
Prepaid expenses 2,317 3,110
Deferred income taxes 3,459 5,515
Other assets 13,514 12,925
-------- --------
Total current assets 123,409 112,958
Property and equipment, net 15,033 14,836
Goodwill and other assets, net 447,159 445,305
-------- --------
Total assets $585,601 $573,099
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 61,075 $ 73,203
Current portion of long-term debt
and capital lease obligations 534 531
Income taxes payable 3,285 4,843
-------- --------
Total current liabilities 64,894 78,577
Long-term debt and capital lease obligations 2,619 2,675
Deferred income taxes 10,823 9,846
Deferred compensation 3,457 3,149
-------- --------
Total liabilities 81,793 94,247
-------- --------
Commitments and contingencies
Shareholders' equity:
Preferred stock -- --
Common stock 255 250
Additional paid-in capital 353,448 341,973
Retained earnings 150,105 136,629
-------- --------
Total shareholders' equity 503,808 478,852
-------- --------
Total liabilities and shareholders' equity $585,601 $573,099
======== ========
The accompanying notes are an integral part of
these condensed consolidated financial statements.
3
PEDIATRIX MEDICAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
---------------------------
2002 2001
--------- --------
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
Net patient service revenue $ 107,282 $ 63,920
Operating expenses:
Practice salaries and benefits 62,534 38,249
Practice supplies and other operating expenses 3,489 2,897
General and administrative expenses 17,572 12,191
Depreciation and amortization 1,465 3,578
--------- --------
Total operating expenses 85,060 56,915
--------- --------
Income from operations 22,222 7,005
Investment income 153 73
Interest expense (283) (525)
--------- --------
Income before income taxes 22,092 6,553
Income tax provision 8,616 2,949
--------- --------
Net income $ 13,476 $ 3,604
========= ========
Per share data:
Net income per common and common equivalent share:
Basic $ .53 $ .23
========= ========
Diluted $ .51 $ .22
========= ========
Weighted average shares used in computing net
income per common and common equivalent share:
Basic 25,226 15,895
========= ========
Diluted 26,607 16,692
========= ========
The accompanying notes are an integral part of
these condensed consolidated financial statements.
4
PEDIATRIX MEDICAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
---------------------------
(IN THOUSANDS)
2002 2001
-------- -------
Cash flows from operating activities:
Net income $ 13,476 $ 3,604
Adjustments to reconcile net income to net cash provided from
operating activities:
Depreciation and amortization 1,465 3,578
Deferred income taxes 1,512 (4,270)
Changes in assets and liabilities:
Accounts receivable (3,669) 2,047
Prepaid expenses and other current assets 204 (156)
Other assets 376 83
Accounts payable and accrued expenses (12,238) (1,618)
Income taxes payable 3,484 4,965
-------- -------
Net cash provided from operating activities 4,610 8,233
-------- -------
Cash flows from investing activities:
Physician group acquisition payments (1,814) (887)
Purchase of property and equipment (1,659) (1,294)
-------- -------
Net cash used in investing activities (3,473) (2,181)
-------- -------
Cash flows from financing activities:
Payments on line of credit, net -- (7,700)
Payments on long-term debt and capital lease obligations (53) --
Proceeds from issuance of common stock 7,958 329
-------- -------
Net cash provided from (used in)
financing activities 7,905 (7,371)
-------- -------
Net increase (decrease) in cash and cash equivalents 9,042 (1,319)
Cash and cash equivalents at beginning of period 27,557 3,075
-------- -------
Cash and cash equivalents at end of period $ 36,599 $ 1,756
======== =======
The accompanying notes are an integral part of
these condensed consolidated financial statements.
5
PEDIATRIX MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(UNAUDITED)
1. BASIS OF PRESENTATION:
The accompanying unaudited condensed consolidated financial statements
of Pediatrix Medical Group, Inc. (the "Company" or "Pediatrix")
presented herein and the notes thereto do not include all disclosures
required by accounting principles generally accepted in the United
States of America 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 financial
statements include all the accounts of the Company and its subsidiaries
combined with the accounts of the professional associations (the "PA
Contractors") with which the Company currently has specific management
arrangements. The terms "Pediatrix" and "the Company" refer to
Pediatrix Medical Group, Inc., its subsidiaries, and the PA
Contractors.
The results of operations for the three months ended March 31, 2002 are
not necessarily indicative of the results of operations to be expected
for the year ended December 31, 2002. The accompanying unaudited
condensed consolidated financial statements and the notes thereto
should be read in conjunction with the consolidated financial
statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2001, as filed with
the Securities and Exchange Commission.
2. ACCOUNTING PRONOUNCEMENTS:
Effective July 1, 2001, the Company adopted the nonamortization
provisions of Statement of Financial Accounting Standards No. 142 ("FAS
142") "Goodwill and Other Intangible Assets," pertaining to goodwill
recorded in connection with acquisitions consummated subsequent to June
30, 2001.
Effective January 1, 2002, the Company adopted the remaining provisions
of FAS 142, which require the nonamortization of all goodwill and that
goodwill be tested annually for impairment using a two-step process.
The first step is to identify a potential impairment and the second
step measures the amount of the impairment loss. The year of adoption
of FAS 142 is considered a transition period and the timing of the
tests is different than for future periods. The first step,
identification of potential impairment, must be completed within six
months of adoption and measured as of the beginning of the fiscal year.
The second step, measurement of the impairment loss, must be completed
by the end of the fiscal year. The Company will finalize its analysis
related to the first step during the second quarter of 2002. Any
impairment loss resulting from the transitional impairment tests will
be reflected as the cumulative effect of a change in accounting
principle. The Company has not yet determined what effect these
impairment tests will have on the Company's financial position and
results of operations.
Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards No. 144 ("FAS 144"), "Accounting for the
Impairment or Disposal of Long-Lived Assets." FAS 144 supersedes
Financial Accounting Standards No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of," and
addresses (i) the recognition and measurement of the impairment of
long-lived assets to be held and used and (ii) the measurement of
long-lived assets to be disposed of by sale. The adoption of FAS 144
did not have a material impact on the Company's financial position or
results of operation during the three month period ended March 31,
2002.
6
PEDIATRIX MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
3. BUSINESS ACQUISITIONS:
The Company completed the acquisition of one physician group practice
during the three months ended March 31, 2002. Total consideration for
the acquired practice was approximately $1.8 million in cash. The
Company has accounted for this acquisition using the purchase method of
accounting. The results of operations of the acquired practice have
been included in the Company's consolidated financial statements from
the date of acquisition.
The following unaudited pro forma information combines the consolidated
results of operations of the Company and the physician group practices
acquired during 2001 and 2002, including the acquisition of Magella
Healthcare Corporation ("Magella") on May 15, 2001 pursuant to a merger
transaction (the "Merger"), as if the transactions had occurred on
January 1, 2001:
THREE MONTHS ENDED
MARCH 31,
---------------------------------------------
2002 2001
---------------------- ---------------------
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
Net patient service revenue $ 107,310 $ 89,711
Net income 13,484 6,870
Net income per share:
Basic .53 .30
Diluted .51 .28
4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
Accounts payable and accrued expenses consist of the following:
MARCH 31, 2002 DECEMBER 31, 2001
-------------------- --------------------
(IN THOUSANDS)
Accounts payable $ 9,893 $ 12,625
Accrued salaries and bonuses 14,478 21,811
Accrued payroll taxes and benefits 6,524 7,374
Accrued professional liability
coverage 10,809 11,504
Accrued securities litigation
settlement 12,000 12,000
Other accrued expenses 7,371 7,889
--------------- ---------------
$ 61,075 $ 73,203
=============== ===============
5. NET INCOME PER SHARE:
Basic net income per share is calculated by dividing net income by the
weighted average number of common shares outstanding during the
applicable period. Diluted net income per share is
7
PEDIATRIX MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
5. NET INCOME PER SHARE, CONTINUED:
calculated by dividing net income by the weighted average number of
common and potential common shares outstanding during the applicable
period. Potential common shares consist of the dilutive effect of
convertible notes calculated using the if-converted method and
outstanding options calculated using the treasury stock method. For the
three months ended March 31, 2002, the calculation of diluted net
income per share excludes the after-tax impact of interest expense
related to convertible subordinated notes.
6. CONTINGENCIES:
On May 3, 2002, the United States District Court for the Southern
District of Florida entered an Order and Final Judgment approving the
previously disclosed settlement of the securities class action
litigation filed against the Company and certain of its officers in
February 1999. Under the terms of the settlement, the plantiffs' claim
was dismissed with prejudice in exchange for a cash payment of $12.0
million.
In April 1999, the Company received requests from investigators in
Arizona, Florida and Colorado for information related to its billing
practices for services reimbursed by the Medicaid programs in those
states and by the TRICARE program for military dependents. In 2000, the
Arizona and Florida Medicaid investigations were closed after the
Company entered into previously disclosed settlement agreements with
those states. On April 16, 2002, the Company entered into a settlement
agreement with the Colorado Department of Health Care Policy and
Financing pursuant to which the Company made a cash payment of $1.3
million to the State of Colorado. This amount covered a refund of any
overpayments made by the Colorado Medicaid program to the Company and
its affiliated physicians and professional corporation for neonatal
intensive care services billed during the period January 1, 1996
through April 16, 2002, interest on any such overpayments and expenses
incurred by the State of Colorado in connection with its investigation.
In addition, the Company has agreed to retain a third party to perform
annual reviews of its billings to the Colorado Medicaid program.
The TRICARE investigation is active and ongoing and this matter, along
with the Florida, Arizona and Colorado matters, have prompted inquiries
by Medicaid officials in other states. The Company believes that
additional billing audits, inquiries and investigations from government
agencies will continue to occur in the ordinary course of its business
and in the health care services industry in general from time to time.
The Company cannot predict whether any such audits, inquiries and
investigations will have a material adverse effect on the Company's
business, financial condition and results of operations.
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, based upon its review of these pending
matters, that the outcome of such legal actions and proceedings,
individually or in the aggregate, will not have a material adverse
effect on its financial condition, results of operations or liquidity,
notwithstanding any possible lack of insurance recovery. If liability
results from medical malpractice claims, there can be no assurance that
the Company's medical malpractice insurance coverage will be adequate
to cover liabilities arising out of such proceedings.
8
PEDIATRIX MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
7. SUBSEQUENT EVENTS:
Since March 31, 2002, the Company has completed three acquisitions of
physician group practices. Total consideration for these acquired
practices was approximately $16.4 million in cash. These acquisitions
will be accounted for by the Company using the purchase method of
accounting.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion highlights the principal factors affecting our
financial condition and results of operations, as well as our liquidity and
capital resources for the periods described. This discussion should be read in
conjunction with the consolidated financial statements and the accompanying
notes presented in this report. As used herein, "us", "we" and "our" refer to
Pediatrix Medical Group, Inc. together with its subsidiaries and its affiliated
professional associations, corporations and partnerships.
Our condensed consolidated financial statements as of March 31, 2002,
and for the three months ended March 31, 2002 and 2001, and the accompanying
notes presented in this report, have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial statements and the rules and regulations of the Securities and
Exchange Commission for interim financial statements, and should be read in
conjunction with our Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, including the more detailed discussion of risks facing our
business described in the Form 10-K. The consolidated results of operations for
the interim periods reported are not necessarily indicative of the results to be
experienced for the entire fiscal year.
The matters discussed in Management's Discussion and Analysis of
Financial Condition and Results of Operations contain certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Statements made that are not historical facts are forward-looking and are
based on estimates, forecasts and assumptions involving risks and uncertainties
that could cause actual results or outcomes to differ materially from those
expressed in the forward-looking statements. See "Caution Concerning
Forward-Looking Statements" below.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2002 AS COMPARED TO THREE MONTHS ENDED
MARCH 31, 2001
Our net patient service revenue increased $43.4 million, or 67.8%, to
$107.3 million for the three months ended March 31, 2002, as compared with $63.9
million for the same period in 2001. Of this $43.4 million increase,
approximately $34.2 million, or 78.8%, was attributable to new units at which we
provide services as a result of acquisitions, including units that were obtained
when we acquired Magella Healthcare Corporation ("Magella") in a merger
transaction that was completed on May 15, 2001 (the "Merger"). Same unit patient
service revenue increased approximately $9.2 million, or 14.3%, for the three
months ended March 31, 2002. The increase in same unit net patient service
revenue is primarily the result of (i) improved collection performance; (ii) the
flow through of price increases implemented after the completion of the Merger;
(iii) an increase in patient days of approximately 4.7%; and (iv) improved
managed care contracting. Same units are those units at which we provided
services for the entire current period and the entire comparable period.
Practice salaries and benefits increased $24.3 million, or 63.5%, to
$62.5 million for the three months ended March 31, 2002, as compared with $38.2
million for the same period in 2001. The increase was attributable to new
physicians and other clinical staff as a result of the Merger, and to support
new unit growth and volume growth at existing units.
Practice supplies and other operating expenses increased $600,000, or
20.4%, to $3.5 million for the three months ended March 31, 2002, as compared
with $2.9 million for the same period in 2001. This $600,000 increase was
primarily related to costs incurred by the physician practices acquired in the
Merger.
General and administrative expenses include all salaries, benefits,
supplies and other operating expenses not specifically related to the day-to-day
operations of our physician group practices, including billing and collection
functions. General and administrative expenses increased $5.4 million, or 44.1%,
to $17.6 million for the three months ended March 31, 2002, as compared to $12.2
million for the same period in 2001. Of this $5.4 million increase,
10
approximately $2.4 million, or 44.4%, was attributable to increased costs for
services provided to the practices acquired in the Merger. The remaining
approximately $3.0 million, or 55.6%, was primarily due to: (i) settlement costs
of $1.3 million related to the Colorado Medicaid investigation; (ii) salaries
and benefits incurred as we continued our efforts to regionalize our billing
operations; (iii) increased insurance costs; and (iv) information services for
the development and support of clinical and operational systems.
Depreciation and amortization expense decreased by approximately $2.1
million, or 59.1%, to $1.5 million for the three months ended March 31, 2002, as
compared with $3.6 million for the same period in 2001, primarily as a result of
the adoption of the nonamortization provisions of Financial Accounting Standards
No. 142 ("FAS 142") as discussed in Note 2 - "Accounting Pronouncements" of the
accompanying condensed consolidated financial statements. Excluding the impact
of amortization for the three months ended March 31, 2001, depreciation and
amortization increased approximately $600,000, primarily due to fixed assets
acquired in the Merger.
Income from operations increased approximately $15.2 million, or
217.2%, to approximately $22.2 million for the three months ended March 31,
2002, as compared with $7.0 million for the same period in 2001. Our operating
margin increased 9.7 percentage points to 20.7% for the three months ended March
31, 2002, as compared to 11.0% for the same period in 2001. Excluding the impact
of amortization for the three months ended March 31, 2001, income from
operations increased approximately $12.5 million and operating margin increased
by 5.6 percentage points.
We recorded net interest expense of approximately $130,000 for the
three months ended March 31, 2002, as compared with net interest expense of
approximately $452,000 for the same period in 2001. The decrease in interest
expense in 2002 is primarily the result of a net reduction in the average
balance outstanding under our line of credit.
Our effective income tax rates were approximately 39.0% and 45.0% for
the three months ended March 31, 2002 and 2001, respectively. The decrease in
the tax rate for the three months ended March 31, 2002 is primarily due to the
elimination of non-deductible goodwill amortization as required under the
provisions of FAS 142 (see Note 2 - "Accounting Pronouncements").
Net income increased to approximately $13.5 million for the three
months ended March 31, 2002, as compared to $3.6 million for the same period in
2001.
Diluted net income per common and common equivalent share was $.51 on
weighted average shares of 26.6 million for the three months ended March 31,
2002, as compared to $.22 on the weighted average shares of 16.7 million for
same period in 2001. The significant increase in weighted average shares
outstanding is due to: (i) the shares issued in the Merger which were
outstanding from May 15, 2001; (ii) the dilutive effect of convertible
subordinated notes and stock options assumed in the Merger; and (iii) an
increase in the dilutive impact of stock options due to the increase in our
stock price.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2002, we had working capital of approximately $58.5
million, an increase of $24.1 million from working capital of $34.4 million at
December 31, 2001. The increase in working capital is primarily due to net
income generated in the first quarter of 2002 and cash proceeds generated from
the issuance of common stock as a result of stock option exercises in the first
quarter of 2002.
In the third quarter of 2001, we refinanced our $75 million line of
credit, which matured on September 30, 2001, with an amended and restated credit
agreement (the "Line of Credit") in the amount of $100 million. At our option,
the Line of Credit, which matures on August 14, 2004, bears interest at either
the prime rate or the Eurodollar rate plus an applicable margin rate ranging
11
from 2% to 2.75%. The Line of Credit is collateralized by substantially all of
our assets. We are subject to certain covenants and restrictions specified in
our Line of Credit, including covenants that require us to maintain a minimum
level of net worth and earnings and a restriction on the payment of dividends
and certain other distributions, as specified therein. At March 31, 2002, we
were in compliance with such financial covenants. At March 31, 2002, we had $100
million available under our Line of Credit.
We maintain professional liability coverage that indemnifies us and our
health care professionals on a claims-made basis for losses incurred related to
medical malpractice litigation with a portion of self insurance retention. We
record a liability for self-insured deductibles and an estimated liability for
malpractice claims incurred but not reported based on an actuarial valuation.
Effective May 1, 2002, we obtained professional liability insurance coverage
that expires on May 1, 2003. Such coverage includes a higher level of
self-insured retention and an increase in premium costs as compared to our prior
policies.
Our annual capital expenditures have typically been for computer
hardware and software and for furniture, equipment and improvements at the
corporate headquarters and our regional offices. During the three months ended
March 31, 2002, capital expenditures amounted to approximately $1.7 million.
We anticipate that funds generated from operations, together with cash
on hand, and funds available under our Line of Credit will be sufficient to meet
our working capital requirements and finance required capital expenditures for
at least the next 12 months.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Certain information included or incorporated by reference in this
Quarterly Report may be deemed to be "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. 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. Such statements are
characterized by terminology such as "believe," "hope," "may," "anticipate,"
"should," "intend," "plan," "will," "expect," "estimate," "project,"
"positioned," "strategy" and similar expressions. These statements are based on
assumptions and assessments made by our 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 report are made as of the date hereof. We
disclaim any duty to update or revise any such statements, whether as a result
of new developments, new information or otherwise. Any forward-looking
statements are not guarantees of future performance and are subject to risks and
uncertainties that could cause actual results, developments and business
decisions to differ materially from those contemplated by such forward-looking
statements.
Some of the factors that may cause actual results, developments and
business decisions to differ materially from those projected or anticipated by
such forward-looking statements, as more fully discussed in our Annual Report on
Form 10-K for the year ended December 31, 2001 under the section entitled "Risk
Factors", include investigations by federal and state government authorities of
our billing practices; determinations that we failed to comply with applicable
health care laws and regulations; limitations, reductions or retroactive
adjustments in reimbursement amounts or rates by government-sponsored health
care programs; audits by third party payors with respect to our billings for
services; failure of physicians affiliated with the Company to appropriately
record and document the services that they provide; our failure to find suitable
acquisition candidates or successfully integrate any future or recent
acquisitions; impairment of long-lived assets, such as goodwill; federal and
state health care reform, including changes in the interpretation of
government-sponsored health care programs; failure to successfully recruit
additional and retain existing qualified physicians; malpractice and other
lawsuits; our failure to manage growth effectively and to maintain effective and
efficient information systems; our failure to collect reimbursements from third
party payors in a timely manner; cancellation or non-renewal of our arrangements
with hospitals, or renewal of such arrangements on less favorable terms; loss of
our affiliated physicians' privileges or ability to provide services in
hospitals, or hospitals enter into arrangements with physicians not affiliated
with us; and increased competition in the health care industry. In addition the
market price of our common stock may be impacted by the large number of shares
eligible for sale without restriction as described in our Annual Report on Form
10-K for the year ended December 31, 2001 under the section entitled "Risk
Factors."
12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Our Line of Credit and certain operating lease agreements are subject
to market risk and interest rate changes. The total amount available under our
Line of Credit is $100 million. At our option, the Line of Credit bears interest
at either the prime rate or the Eurodollar rate plus an applicable margin rate
ranging from 2% to 2.75%. The leases bear interest at LIBOR-based variable
rates. There was no outstanding principal balance on the Line of Credit at March
31, 2002. The outstanding balances related to the operating leases totaled
approximately $16.6 million at March 31, 2002. Considering the total outstanding
balances under these instruments at March 31, 2002 of approximately $16.6
million, a 1% change in interest rates would result in an impact to pre-tax
earnings of approximately $166,000 per year.
13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On May 3, 2002, the United States District Court for the
Southern District of Florida entered an Order and Final Judgment
approving the previously disclosed settlement of the securities class
action litigation filed against us and certain of our officers in
February 1999. Under the terms of the settlement, the plantiffs' claim
was dismissed with prejudice in exchange for a cash payment of $12.0
million.
In April 1999, we received requests from investigators in
Arizona, Florida and Colorado for information related to our billing
practices for services reimbursed by the Medicaid programs in those
states and by the TRICARE program for military dependents. In 2000, the
Arizona and Florida Medicaid investigations were closed after we
entered into previously disclosed settlement agreements with those
states. On April 16, 2002, we entered into a settlement agreement with
the Colorado Department of Health Care Policy and Financing pursuant to
which we made a cash payment of $1.3 million to the State of Colorado.
This amount covered a refund of any overpayments made by the Colorado
Medicaid program to us and our affiliated physicians and professional
corporation for neonatal intensive care services billed during the
period January 1, 1996 through April 16, 2002, interest on any such
overpayments and expenses incurred by the State of Colorado in
connection with its investigation. In addition, we have agreed to
retain a third party to perform annual reviews of our billings to the
Colorado Medicaid program.
The TRICARE investigation is active and ongoing and this
matter, along with the Florida, Arizona and Colorado matters, have
prompted inquiries by Medicaid officials in other states. We believe
that additional billing audits, inquiries, and investigations from
government agencies will continue to occur in the ordinary course of
business and in the health care services industry in general from time
to time. We cannot predict whether any such audits, inquiries and
investigations will have a material adverse effect on our business,
financial condition and results of operations.
During the ordinary course of business, we have 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. We believe, based upon our review of these pending matters,
that the outcome of such legal actions and proceedings, individually or
in the aggregate, will not have a material adverse effect on our
financial condition, results of operations or liquidity,
notwithstanding any possible lack of insurance recovery. If liability
results from medical malpractice claims, there can be no assurance that
our medical malpractice insurance coverage will be adequate to cover
liabilities arising out of such proceedings.
ITEM 5. OTHER INFORMATION.
On April 30, 2002, we issued a press release announcing a
succession plan that will transfer the chief executive officer duties
from Dr. Roger J. Medel to Mr. Kristen Bratberg effective January 1,
2003. Dr. Medel will continue to serve as Chairman of the Board.
On May 3, 2002, we issued a press release announcing that
members of our senior management team sold a portion of their Company
common stock and exercised options and sold the underlying shares of
Company common stock representing an aggregate of approximately 1.58
million shares, in two separate transactions.
14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
See Exhibit Index.
(b) REPORTS ON FORM 8-K.
No reports on Form 8-K were filed during the quarter for which this
report is filed.
15
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: May 15, 2002 By: /s/ ROGER J. MEDEL, M.D.
------------------------------------------
Roger J. Medel, M.D., Chairman of the
Board, Chief Executive Officer and
Director (principal executive officer)
Date: May 15, 2002 By: /s/ KARL B. WAGNER
------------------------------------------
Karl B. Wagner, Chief Financial Officer
(principal financial and accounting
officer)
16
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
--------- -----------
3.1 Amended and Restated Articles of Incorporation of
Pediatrix (incorporated by reference to Exhibit 3.1
to Pediatrix's Registration Statement on Form S-1
(Registration No. 33-95086)).
3.2 Amendment and Restated Bylaws of Pediatrix
(incorporated by reference to Exhibit 3.2 to
Pediatrix's Quarterly Report on Form 10-Q for the
period ended June 30, 2000).
3.3 Articles of Designation of Series A Junior
Participating Preferred Stock (incorporated by
reference to Exhibit 3.1 to Pediatrix's current
report on Form 8-K dated March 31, 1999).
11.1* Statement re Computation of Per Share Earnings.
-------
* Filed herewith.
EXHIBIT 11.1
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
THREE MONTHS ENDED
MARCH 31,
------------------------
2002 2001
------- -------
(IN THOUSANDS, EXCEPT FOR PER
SHARE DATA)
Basic:
Net income applicable to common
stock $13,476 $ 3,604
======= =======
Weighted average number of
common shares outstanding 25,226 15,895
======= =======
Basic net income per share $ .53 $ .23
======= =======
Diluted:
Net income $13,476 $ 3,604
Interest expense on convertible
subordinated debt, net of tax 8 --
------- -------
Net income applicable to common
stock $13,484 $ 3,604
======= =======
Weighted average number of
common shares outstanding 25,226 15,895
Weighted average number of
dilutive common stock equivalents 1,345 797
Dilutive effect of convertible
subordinated debt 36 --
------- -------
Weighted average number of
common and common equivalent
shares outstanding 26,607 16,692
======= =======
Diluted net income per share $ .51 $ .22
======= =======