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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 Exchange Act of 1934
Date of Report (date of earliest event reported): May 8, 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 File Number) (IRS Employer
of incorporation) 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 May 10, 2007, Pediatrix Medical Group, Inc. (the "Company") issued a press
release announcing revenues and other selected unaudited financial information
for the three months ended March 31, 2007 (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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 8, 2007, the Board of Directors of the Company appointed Manuel Kadre to
serve as a Director of the Company. The appointment increases the size of the
Company's Board of Directors to nine (9) members. There are no arrangements or
understandings between Mr. Kadre and any other person pursuant to which Mr.
Kadre was elected as a Director, other than the Company's compensation
arrangements and plans for non-employee Directors and other policies and
procedures which are generally applicable to Directors. Mr. Kadre has been named
to the Audit Committee of the Company's Board of Directors. Since the beginning
of the Company's last fiscal year, the Company and its subsidiaries have not
engaged in any transactions, and there are no proposed transactions, or series
of similar transactions, in which Mr. Kadre had a direct or indirect material
interest.
Item 8.01. Other Events.
The Audit Committee of the Company's Board of Directors is continuing its review
of the Company's practices relating to its historical stock option grants. As a
result of this review, the Company will not be able to file its Form 10-Q for
the three months ended March 31, 2007 by the required filing date.
ITEM 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Shell Company Transactions
Not applicable
(d) Exhibits
99.1 - Press Release dated May 10, 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: May 10, 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 May 10, 2007
EXHIBIT 99.1
Pediatrix Reports 2007 First Quarter Revenue, Manuel Kadre
Joins Board of Directors
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--May 10, 2007--Pediatrix
Medical Group Inc. (NYSE:PDX) today reported limited financial results
for the three months ended March 31, 2007, that includes revenue
growth of 14 percent when compared with the same period of 2006. The
Company will release additional financial results upon the completion
of a previously announced review of its historic stock option
practices.
Pediatrix reported net patient service revenue of $214.5 million
for the 2007 first quarter, up 14 percent from $187.7 million for the
comparable 2006 period.
Revenue growth was driven by a combination of same-unit growth of
10.7 percent, as well as contributions from acquisitions completed
during the previous 12 months. Same-unit revenue growth for the 2007
first quarter consisted of patient volume growth of 4.4 percent, which
includes 3.9 percent growth of patient volume at neonatal intensive
care units staffed by Pediatrix physicians, as well as higher volume
from other services including maternal-fetal medicine and pediatric
cardiology physician services. Improved reimbursement from third-party
payors and the favorable impact of a new billing code for neonatal
physician services introduced in 2006 also contributed to Pediatrix's
same-unit revenue growth during the 2007 first quarter.
At March 31, 2007, Pediatrix had cash and cash equivalents of
$71.6 million, and net accounts receivable of $127.8 million. The
reduction of cash and cash equivalents from December 31, 2006,
reflects the Company's annual bonus payments to physicians in the
first quarter of each year for bonuses earned under incentive programs
in place for the prior fiscal year. The Company had no amounts
outstanding under its $225 million revolving credit facility.
During the 2007 first quarter, Pediatrix spent $12 million on
physician group practice acquisitions. During the quarter, Pediatrix
acquired neonatal physician group practices based in San Francisco,
CA, and Munster, IN.
Separately, Pediatrix's Board of Directors appointed Manuel Kadre
to a new position on its Board. Mr. Kadre, 41, is Vice President and
General Counsel of the de la Cruz Companies, which distributes Eagle
Brands beverages in South Florida and bottles Coca-Cola products in
markets throughout the Caribbean. Mr. Kadre serves on the Board of
Directors of Equity Media Holdings Corporation, a publicly traded
company that owns and operates television stations across the U.S. He
also serves on the Board of Trustees of the University of Miami and
Miami Children's Hospital, and was a member of Florida Governor
Charlie Crist's Transition Team. Mr. Kadre graduated from Iona College
and earned his law degree at Fordham University.
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. As a result of the review, the Company
will delay the filing of its Quarterly Report on Form 10-Q. The Audit
Committee, the Company and its independent public accountants are
working to complete the review and its financial impact as soon as
possible.
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) May
24, 2007 by dialing 800-475-6701, access code 872650. 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 950 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 the Audit
Committee's inquiry into historic stock option grant practices; the
pending restatement of Pediatrix's 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