1 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, 2001 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 (I.R.S. Employer Identification No.) of incorporation or organization) 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 [ ] At May 4, 2001, the Registrant had 16,076,953 shares of $0.01 par value common stock outstanding.
2 PEDIATRIX MEDICAL GROUP, INC. INDEX <TABLE> <CAPTION> Page ---- <S> <C> PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets as of March 31, 2001 (Unaudited) and December 31, 2000......................................................................................... 3 Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2001 and 2000 (Unaudited)........................................................................... 4 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2001 and 2000 (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........................................................................................12 PART II - OTHER INFORMATION..................................................................................... 13 ITEM 1. LEGAL PROCEEDINGS........................................................................................13 ITEM 2. CHANGES IN SECURITIES....................................................................................14 ITEM 3. DEFAULTS UPON SENIOR SECURITIES..........................................................................14 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS......................................................14 ITEM 5. OTHER INFORMATION........................................................................................14 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.........................................................................15 SIGNATURES...................................................................................................... 16 </TABLE> 2
3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PEDIATRIX MEDICAL GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS <TABLE> <CAPTION> March 31, 2001 December 31, (Unaudited) 2000 -------------- ------------ (in thousands) <S> <C> <C> ASSETS Current assets: Cash and cash equivalents ......................... $ 1,756 $ 3,075 Accounts receivable, net .......................... 67,086 69,133 Prepaid expenses .................................. 906 831 Other current assets .............................. 917 836 -------- -------- Total current assets .......................... 70,665 73,875 Property and equipment, net ............................ 10,024 9,629 Goodwill and other assets, net ......................... 239,384 241,230 -------- -------- Total assets .................................. $320,073 $324,734 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Line of credit .................................... $ 15,800 $ 23,500 Accounts payable and accrued expenses ............. 28,260 29,878 Income taxes payable .............................. 8,059 3,266 Deferred income taxes ............................. 10,538 15,123 -------- -------- Total current liabilities ..................... 62,657 71,767 Deferred income taxes .................................. 7,512 7,197 Deferred compensation .................................. 3,899 3,870 -------- -------- Total liabilities ............................. 74,068 82,834 -------- -------- Commitments and contingencies Shareholders' equity: Preferred stock ................................... -- -- Common stock ...................................... 159 159 Additional paid-in capital ........................ 136,041 135,540 Retained earnings ................................. 109,805 106,201 -------- -------- Total shareholders' equity .................... 246,005 241,900 -------- -------- Total liabilities and shareholders' equity..... $320,073 $324,734 ======== ======== </TABLE> The accompanying notes are an integral part of these condensed consolidated financial statements 3
4 PEDIATRIX MEDICAL GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) <TABLE> <CAPTION> Three Months Ended March 31, --------------------------- 2001 2000 -------- -------- (in thousands, except for per share data) <S> <C> <C> Net patient service revenue ........................... $ 63,920 $ 59,409 Operating expenses: Salaries and benefits .............................. 46,480 43,303 Supplies & other operating expenses ................ 6,857 5,721 Depreciation and amortization ...................... 3,578 3,336 -------- -------- Total operating expenses ..................... 56,915 52,360 -------- -------- Income from operations ....................... 7,005 7,049 Investment income ..................................... 73 80 Interest expense ...................................... (525) (987) -------- -------- Income before income taxes ................... 6,553 6,142 Income tax provision .................................. 2,949 2,764 -------- -------- Net income ....................................... $ 3,604 $ 3,378 ======== ======== Per share data: Net income per common and common equivalent share: Basic ..................................... $ .23 $ .22 ======== ======== Diluted ................................... $ .22 $ .22 ======== ======== Weighted average shares used in computing net income per common and common equivalent share: Basic ........................................ 15,895 15,625 ======== ======== Diluted ...................................... 16,692 15,705 ======== ======== </TABLE> The accompanying notes are an integral part of these condensed consolidated financial statements 4
5 PEDIATRIX MEDICAL GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) <TABLE> <CAPTION> Three Months Ended March 31, ----------------------- 2001 2000 ------- ------- (in thousands) <S> <C> <C> Cash flows from operating activities: Net income ............................................................... $ 3,604 $ 3,378 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation and amortization ........................................ 3,578 3,336 Deferred income taxes ................................................ (4,270) 882 Changes in assets and liabilities: Accounts receivable ............................................. 2,047 (1,720) Prepaid expenses and other current assets ....................... (156) (287) Other assets..................................................... 83 (220) Accounts payable and accrued expenses ........................... (1,618) (1,303) Income taxes payable ............................................ 4,965 1,225 ------- ------- Net cash provided from operating activities ................. 8,233 5,291 ------- ------- Cash flows from investing activities: Physician group acquisition payments ..................................... (887) (7,639) Purchase of property and equipment ....................................... (1,294) (1,099) ------- ------- Net cash used in investing activities ....................... (2,181) (8,738) ------- ------- Cash flows from financing activities: (Payments) borrowings on line of credit, net ............................. (7,700) 3,750 Payments on note payable ................................................. -- (50) Proceeds from issuance of common stock ................................... 329 -- ------- ------- Net cash (used in) provided from financing activities ...................................... (7,371) 3,700 ------- ------- Net (decrease) increase in cash and cash equivalents .......................... (1,319) 253 Cash and cash equivalents at beginning of period .............................. 3,075 825 ------- ------- Cash and cash equivalents at end of period .................................... $ 1,756 $ 1,078 ======= ======= </TABLE> The accompanying notes are an integral part of these condensed consolidated financial statements 5
6 PEDIATRIX MEDICAL GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 (UNAUDITED) 1. BASIS OF PRESENTATION: The accompanying unaudited condensed consolidated financial statements of Pediatrix Medical Group, Inc. (the "Company" or "Pediatrix") presented herein do not include all disclosures required by generally accepted accounting principles 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 results of operations for the three months ended March 31, 2001 are not necessarily indicative of the results of operations to be expected for the year ended December 31, 2001. The interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K/A (Amendment No. 1) filed with the Securities and Exchange Commission on April 6, 2001. 2. BUSINESS ACQUISITIONS: The Company accounts for acquisitions using the purchase method of accounting and the excess of cost over fair value of net assets acquired is amortized on a straight-line basis over 25 years. The results of operations of acquired practices have been included in the consolidated financial statements from the dates of acquisition. 6
7 PEDIATRIX MEDICAL GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) (UNAUDITED) 3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES: Accounts payable and accrued expenses consist of the following: March 31, December 31, 2001 2000 --------- ------------ (in thousands) Accounts payable ...................... $11,582 $ 9,662 Accrued salaries and bonuses .......... 2,830 6,960 Accrued payroll taxes and benefits .... 3,542 4,315 Accrued professional liability coverage............................. 7,077 5,888 Other accrued expenses ................ 3,229 3,053 ------- ------- $28,260 $29,878 ======= ======= 4. 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 period. Diluted net income per share is calculated by dividing net income by the weighted average number of common and potential common shares outstanding during the period. Potential common shares consist of the dilutive effect of outstanding options calculated using the treasury stock method. 5. CONTINGENCIES: In February 1999, several federal securities law class actions were commenced against the Company and three of its principal officers in United States District Court for the Southern District of Florida. The plaintiffs purport to represent a class of all open market purchasers of the Company's common stock between March 31, 1997, and various dates through and including April 2, 1999. They claim that during that period, the Company violated the antifraud provisions of the federal securities laws by issuing false and misleading statements concerning its billing practices and results of operations. The plaintiffs seek damages in an undetermined amount based on the alleged decline in the value of the common stock after the Company, in early April 1999, disclosed the initiation of inquiries by state investigators into its billing practices. The plaintiff class has been certified, and the case is now in the discovery stage. No trial date has been set, but the court has set a pre-trial conference for August 17, 2001. Under the local rules, all pre-trial activities, including discovery and motions for summary judgment, must be completed before that date, and trial may be set for anytime thereafter. Also pursuant to the local rules, the parties have agreed to engage in a mediation, but to date those efforts have been unsuccessful. Although the Company continues to believe that the claims are without merit and intends to defend them vigorously, if the Company is unsuccessful in defending class action lawsuits that have been brought against it, damages awarded could exceed the limits of the Company's insurance coverage and have a material adverse effect on the Company's financial condition, results of operations and liquidity. 7
8 PEDIATRIX MEDICAL GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) (UNAUDITED) 5. CONTINGENCIES, CONTINUED: In April 1999, the Company received requests, and in one case a subpoena, from investigators in Arizona, Colorado and Florida for information related to its billing practices for services reimbursed by the Medicaid programs in these states and the Tricare program for military dependents. On May 25, 2000, the Company entered into a settlement agreement with the Office of the Attorney General for the State of Florida, pursuant to which the Company paid the State of Florida $40,000 to settle any claims regarding the receipt of overpayments from the Florida Medicaid program from January 7, 1997 through the effective date of the settlement agreement. On August 28, 2000, the Company entered into a settlement agreement with the State of Arizona's Medicaid Agency, pursuant to which the Company paid the State of Arizona $220,000 in settlement of potential claims regarding payments received by the Company and its affiliated physicians and physician practices from the Arizona Medicaid program for neonatal, newborn and pediatric services provided over a ten-year period, from January 1, 1990 through the effective date of the settlement agreement. Additionally, the Company reimbursed the State of Arizona for costs related to its investigation. The Florida and Arizona settlement agreements both stated that the investigations conducted by those states revealed a potential overpayment, but no intentional fraud, and that any overpayment was due to a lack of clarity in the relevant billing codes. Although the Company believes that the resolution of the Florida and Arizona investigations on these terms supports the propriety of our billing practices, the investigation in Colorado is ongoing and these matters have prompted inquiries by Medicaid officials in other states. The Company cannot predict whether the Colorado investigation or any other inquiries will have a material adverse effect on the Company's business, financial condition and results of operations. The Company further believes that billing audits, inquiries and investigations from government agencies will continue to occur in the ordinary course of its business and in the healthcare 8
9 PEDIATRIX MEDICAL GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) (UNAUDITED) services industry in general and from time to time, the Company may be subject to additional billing audits and inquiries by government and other payors. 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. These lawsuits are not expected to result in judgments which would exceed professional liability insurance coverage, and therefore are not expected to have a material impact on the Company's financial position, results of operations or liquidity, notwithstanding any possible lack of insurance recovery. 6. MERGER AGREEMENT On February 15, 2001, the Company announced that it signed a definitive merger agreement with Magella Healthcare Corporation ("Magella"). Under the terms of the agreement, Pediatrix would issue approximately 6.9 million shares of common stock in exchange for all outstanding capital stock (including shares of Magella non-voting common stock that will be issued upon the exercise immediately prior to the merger of substantially all outstanding warrants of Magella). In addition, Pediatrix would assume certain obligations to issue up to 1.39 million shares of common stock pursuant to Magella stock option plans. Pediatrix would repay an estimated $25 million of Magella bank debt and assume $23.5 million of convertible subordinated notes which would be convertible into approximately 1 million shares of Pediatrix common stock. The board of directors of each company has approved the definitive agreement. Shareholders of Magella representing a majority of the outstanding shares of Magella voting stock have agreed to vote their shares in favor of the proposed merger. The proposed merger is subject to the approval of the shareholders of Pediatrix. On February 13, 2001, the proposed merger received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. This merger will be accounted for using the purchase method of accounting. The purchase price to be allocated, including direct transaction costs, is approximately $164.3 million. Pediatrix anticipates that the transaction will close on May 15, 2001. In the event that the merger is not consummated, the Company may be liable for certain termination fees in accordance with the merger agreement. 7. SUBSEQUENT EVENTS: Subsequent to March 31, 2001, the Company completed the acquisition of two physician group practices. Total consideration for these acquisitions approximated $15.9 million in cash. The acquisitions will be accounted for using the purchase method of accounting. 9
10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2001 AS COMPARED TO THREE MONTHS ENDED MARCH 31, 2000 We reported net patient service revenue of $63.9 million for the three months ended March 31, 2001, as compared with $59.4 million for the same period in 2000, a growth rate of 7.6%. Of this $4.5 million increase, $1.9 million, or 42.2%, was attributable to new units, including units at which we provide services as a result of acquisitions. Same unit patient service revenue increased approximately $2.6 million, or 4.5%, for the three months ended March 31, 2001. The increase in same unit patient service revenue is primarily the result of a higher acuity level of patient service billed in the three months ended March 31, 2001 as compared to the three months ended March 31, 2000. Same units are those units at which we provided services for the entire current period and the entire comparable prior period. Salaries and benefits increased $3.2 million, or 7.3%, to $46.5 million for the three months ended March 31, 2001, as compared with $43.3 million for the same period in 2000. Of this increase, $1.6 million, or 50.0%, was attributable to hiring new physicians and other clinical staff and to support new unit growth and volume growth at existing units. The remaining $1.6 million was primarily attributable to an increase in resources for: (i) billing and collections as we continued our regionalization of collection activities; (ii) administrative support at the practice level; and (iii) information services for the development and support of clinical and operational systems. Supplies and other operating expenses increased $1.2 million, or 19.9%, to $6.9 million for the three months ended March 31, 2001, as compared with $5.7 million for the same period in 2000. The increase was primarily the result of additional rent expense and increased costs related to our regional collection offices. Depreciation and amortization expense increased by approximately $242,000, or 7.3%, to $3.6 million for the three months ended March 31, 2001, as compared with $3.3 million for the same period in 2000, primarily as a result of depreciation on fixed asset additions and amortization of goodwill in connection with acquisitions made during 2000. Income from operations decreased approximately $44,000 to approximately $7.0 million for the three months ended March 31, 2001 as compared to the same period in 2000. We recorded net interest expense of approximately $452,000 for the three months ended March 31, 2001, as compared with net interest expense of approximately $907,000 for the same period in 2000. The decrease in interest expense in 2001 is primarily due to the reduction of our line of credit. The effective income tax rate was approximately 45.0% for the three months ended March 31, 2001 and 2000. Net income increased 6.7% to approximately $3.6 million for the three months ended March 31, 2001, as compared to $3.4 million for the same period in 2000. Diluted net income per common and common equivalent share remained consistent at 22 cents for the three months ended March 31, 2001 and 2000. 10
11 LIQUIDITY AND CAPITAL RESOURCES As of March 31, 2001, we had working capital of approximately $8.0 million, an increase of $5.9 million from working capital of $2.1 million at December 31, 2000. During 2000, we refinanced our $75 million line of credit, which matured on September 30, 2000, with an amended and restated credit agreement in the amount of $75 million. At our option, the credit agreement (the "Line of Credit") bears interest at LIBOR plus 2.0% or prime. The Line of Credit is collateralized by substantially all the assets of Pediatrix, its subsidiaries and its affiliated practices, and matures on September 30, 2001. We had $15.8 million outstanding under the Line of Credit at March 31, 2001 as compared to $23.5 million at December 31, 2000. We are required to maintain certain financial covenants. We are in compliance with such financial covenants at March 31, 2001. We are currently evaluating several options to obtain financing beyond the current maturity of the Line of Credit. However, there can be no assurance that we will be able to obtain financing in amounts and on terms substantially similar to the Line of Credit on or prior to September 30, 2001. Our capital expenditures have typically been for computer hardware and software and for furniture, equipment and improvements at the corporate headquarters. During the three months ended March 31, 2001, capital expenditures amounted to approximately $1.3 million. Provided that we are able to secure financing in amounts similar to those currently available under the Line of Credit, we anticipate that funds generated from operations, together with cash on hand, and funds available under such financing will be sufficient to meet our working capital requirements and finance required capital expenditures for at least the next 12 months. 11
12 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our Line of Credit and certain operating lease agreements are subject to market risk from interest rate changes. The total amount available under the Line of Credit is $75 million. At our option, the Line of Credit bears interest at either LIBOR plus 2% or prime. The leases bear interest at LIBOR-based variable rates. The outstanding principal balance on the Line of Credit is $15.8 million at March 31, 2001. The outstanding balances related to the operating leases totaled approximately $17.2 million at March 31, 2001. Considering the total outstanding balances under these instruments at March 31, 2001 of approximately $33.0 million, a 1% change in interest rates would result in an impact to pre-tax earnings of approximately $330,000 per year. 12
13 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In February 1999, several federal securities law class actions were commenced against us and three of our principal officers in United States District Court for the Southern District of Florida. The plaintiffs purport to represent a class of all open market purchasers of our common stock between March 31, 1997, and various dates through and including April 2, 1999. They claim that during that period, we violated the antifraud provisions of the federal securities laws by issuing false and misleading statements concerning our billing practices and results of operations. The plaintiffs seek damages in an undetermined amount based on the alleged decline in the value of the common stock after we, in early April 1999, disclosed the initiation of inquiries by state investigators into our billing practices. The plaintiff class has been certified, and the case is now in the discovery stage. No trial date has been set, but the court has set a pre-trial conference for August 17, 2001. Under the local rules, all pre-trial activities, including discovery and motions for summary judgment, must be completed before that date, and trial may be set for anytime thereafter. Also pursuant to the local rules, the parties have agreed to engage in a mediation, but to date those efforts have been unsuccessful. Although we continue to believe that the claims are without merit and intend to defend them vigorously, if we are unsuccessful in defending class action lawsuits that have been brought against us, damages awarded could exceed the limits of our insurance coverage and have a material adverse effect on our financial condition, results of operations, and liquidity. In April 1999, we received requests, and in one case a subpoena, from investigators in Arizona, Colorado and Florida for information related to our billing practices for services reimbursed by the Medicaid programs in these states and the Tricare program for military dependents. On May 25, 2000, we entered into a settlement agreement with the Office of the Attorney General for the State of Florida, pursuant to which we paid the State of Florida $40,000 to settle any claims regarding the receipt of overpayments from the Florida Medicaid program from January 7, 1997 through the effective date of the settlement agreement. On August 28, 2000, we entered into a settlement agreement with the State of Arizona's Medicaid Agency, pursuant to which we paid the State of Arizona $220,000 in settlement of potential claims regarding payments received by Pediatrix and its affiliated physicians and physician practices from the Arizona Medicaid program for neonatal, newborn and pediatric services provided over a ten-year period, from January 1, 1990 through the effective date of the settlement agreement. Additionally, we reimbursed the State of Arizona for costs related to its investigation. The Florida and Arizona settlement agreements both stated that the investigations conducted by those states revealed a potential overpayment, but no intentional fraud, and that any overpayment was due to a lack of clarity in the relevant billing codes. Although we believe that the resolution of the Florida and Arizona investigations on these terms supports the propriety of our billing practices, the investigation in Colorado is ongoing and these matters have prompted inquiries by Medicaid officials in other states. We cannot predict whether the Colorado investigation or any other inquiries will have a material adverse effect on our business, financial condition and results of operations. 13
14 PEDIATRIX MEDICAL GROUP, INC. PART II - OTHER INFORMATION - (CONTINUED) ITEM 1. LEGAL PROCEEDINGS (CONTINUED): We further believe that billing audits, inquiries and investigations from government agencies will continue to occur in the ordinary course of business and in the healthcare services industry in general and from time to time, we may be subject to additional billing audits and inquiries by government and other payors. 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. These lawsuits are not expected to result in judgments which would exceed professional liability insurance coverage, and therefore are not expected to have a material impact on our financial position, results of operations or liquidity, notwithstanding any possible lack of insurance recovery. ITEM 2. CHANGES IN SECURITIES Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS Not applicable. ITEM 5. OTHER INFORMATION This quarterly report contains statements which, to the extent they are not historical fact, constitute "forward looking statements" under the securities laws. All forward looking statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by or in such forward looking statements. The forward looking statements in this document are intended to be subject to the safe harbor protection provided under the securities laws. Our shareholders should also be aware that while we do, at various times, communicate with securities analysts, it is against our policies to disclose to such analysts any material non-public information or other confidential information. Accordingly, our shareholders should not assume that we agree with all statements or reports issued by such analysts. To the extent statements or reports issued by analysts contain projections, forecasts or opinions by such analysts about us, such reports and statements are not our responsibility. For additional information identifying certain other important factors which may affect our operations and could cause actual results to vary materially from those anticipated in the forward looking statements, see our Securities and Exchange Commission filings, including but not limited to, the discussion included in the Business section of our Form 10-K/A (Amendment No. 1) under the heading "Risk Factors". 14
15 PEDIATRIX MEDICAL GROUP, INC. PART II - OTHER INFORMATION - (CONTINUED) ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10.19 Employment Agreement dated January 1, 2001, between Roger J. Medel, M.D., M.B.A. and Pediatrix Medical Group, Inc. 10.20 Amended and Restated Credit Agreement (Amendment No. 1), dated as of April 30, 2001, among Pediatrix, certain professional contractors, Fleet Bank, Sun Trust Bank and UBS AG. 11.1 Statement Re: Computation of Per Share Earnings. (b) Reports on Form 8-K (i) Form 8-K, filed February 15, 2001, reporting Item 5 (Other Events) related to the Company's Agreement and Plan of Merger with Magella Healthcare Corporation. 15
16 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 11, 2001 By: /s/ Roger J. Medel, M.D. -------------------------------------- Roger J. Medel, Chairman of the Board, Chief Executive Officer and Director (principal executive officer) Date: May 11, 2001 By: /s/ Karl B. Wagner -------------------------------------- Karl B. Wagner, Chief Financial Officer (principal financial and accounting officer) 16