UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): September 28, 2004
PEDIATRIX MEDICAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida 0-26762 65-0271219
(State or other jurisdiction Commission File (IRS Employer
of incorporation) Number Identification No.)
1301 Concord Terrace 33323
Sunrise, FL
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 384-0175
N/A
(Former name or former address, if changed since last report)
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))
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Item 7.01. Regulation FD Disclosure.
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On September 28, 2004, Pediatrix Medical Group, Inc. (the "Company") issued a
press release ("Press Release") announcing that the Company revised its
previously issued guidance for (i) earnings per share for the three months
ending September 30, 2004 and the three months ending December 31, 2004 and (ii)
cash flow from operations for the year ending December 31, 2004.
A copy of the Press Release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 8.01. Voluntary Disclosure of Other Events.
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The Company also announced in the Press Release that its Board of Directors
authorized a $50 million increase to its existing share repurchase program.
A copy of the Press Release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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Item 9.01(a) Financial Statements of businesses acquired:
Not applicable.
Item 9.01(b) Pro Forma Financial Information:
Not applicable.
Item 9.01(c) Exhibits:
99.1 Press Release of Pediatrix Medical Group, Inc. dated September 28,
2004.
SIGNATURES
Pursuant of 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.
(Registrant)
Date: September 28, 2004 By: /s/ Karl B. Wagner
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Karl B. Wagner
Chief Financial Officer
(c) Exhibits
99.1 Press Release of Pediatrix Medical Group, Inc., dated September 28,
2004.
Exhibit 99.1
Pediatrix Lowers 2004 Quarterly EPS Guidance; Board Increases
Share Repurchase Program by $50 Million
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Sept. 28, 2004--Pediatrix
Medical Group, Inc. (NYSE:PDX) today revised its previously issued
earnings guidance for the three months ending September 30, 2004 and
the three months ending December 31, 2004. This revision is the result
of lower-than-anticipated revenues principally attributable to a
payor-mix shift from commercial to government payors that occurred
during the month of August 2004.
Separately, the Board of Directors of Pediatrix authorized a
$50 million increase to its existing share repurchase program.
For the 2004 third quarter, Pediatrix now expects earnings per
share of $1.04 to $1.06. Pediatrix also expects earnings per share of
$1.02 to $1.04 for the 2004 fourth quarter. The fourth quarter
guidance considers the seasonal impact of traditionally lower patient
volume, includes estimates for contributions from acquisitions
expected to be completed during the remainder of this year, and
assumes that the payor mix remains at current levels. Pediatrix's
previous guidance was for earnings per share of $1.11 to $1.13 for
each of the 2004 third and fourth quarters.
For all of 2004, Pediatrix expects earnings per share to be in a
range of $3.90 to $3.94, up by 14 to 15 percent from 2003.
Pediatrix expects that same-unit revenue for the 2004 third
quarter will be slightly negative when compared against the 2003 third
quarter due to the shift in payor mix. However, Pediatrix expects
same-unit patient volume growth at neonatal intensive care units
(NICUs) staffed by its physicians to be within its historical range of
3 to 5 percent for the 2004 third quarter when compared with the same
period of 2003.
Cash flow from operations is expected to exceed $120 million for
all of 2004.
Including today's announcement to increase the existing share
repurchase program Pediatrix's Board of Directors has authorized the
repurchase of up to $100 million of its common stock since early
August 2004. Pediatrix has completed $7 million of that repurchase to
date, leaving the Company with the authorization to acquire up to an
additional $93 million of its common stock. The share repurchase
program allows the Company to make open market purchases from time to
time based on general economic and market conditions. Pediatrix has
not included any possible impact of this share repurchase program in
its current earnings guidance.
Pediatrix expects to report complete financial results for the
three months ending September 30, 2004, on November 4, 2004. These
final results are subject to completion of the quarter and customary
financial closing and review procedures.
Investor Conference Call
Pediatrix Medical Group, Inc. will host an investor conference
call at 9 a.m. Eastern Time tomorrow, September 29, 2004, to discuss
the revised earnings guidance. The conference call webcast may be
accessed from the Company's Website, http://www.pediatrix.com. A
telephone replay of the conference call will be available from 12:30
p.m. EDT, September 29, 2004, through midnight EDT October 6, 2004 by
dialing 800-475-6701, access code 749165. The replay will also be
available at http://www.pediatrix.com.
About Pediatrix
Pediatrix was founded in 1979. Pediatrix physicians and advanced
nurse practitioners are reshaping the delivery of maternal-fetal and
newborn care, identifying best demonstrated processes and
participating in clinical research to enhance patient outcomes and
provide high-quality, cost-effective care. Its neonatal physicians
provide services at more than 200 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 725 physicians
in 31 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."
CONTACT: Pediatrix Medical Group, Inc., Fort Lauderdale
Bob Kneeley, 954-384-0175, x-5300
bob_kneeley@pediatrix.com