8-K
Pediatrix Medical Group, Inc. (MD)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): August 05, 2025 |
|---|
Pediatrix Medical Group, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Florida | 001-12111 | 26-3667538 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 1301 Concord Terrace | ||
| Sunrise, Florida | 33323 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 954 384-0175 | ||
| --- |
(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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $.01 per share | MD | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 5, 2025, Pediatrix Medical Group, Inc., a Florida corporation (the “Company”), issued a press release announcing the results of its operations for the three months and six months ended June 30, 2025 (the “Second Quarter Release”). A copy of the Second Quarter 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 9.01 Financial Statements and Exhibits.
d) Exhibits.
Exhibit Index
99.1— Press Release of Pediatrix Medical Group, Inc. dated August 5, 2025.
104 — Cover Page Interactive Data File (embedded within the Inline XBRL document).
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: | August 5, 2025 | By: | /s/ Kasandra H. Rossi |
| Kasandra H. Rossi<br>Chief Financial Officer |
EX-99.1
FOR MORE INFORMATION:
Kasandra H. Rossi
Executive Vice President, Chief Financial Officer & Treasurer
954-692-7163
kasandra.rossi@pediatrix.com
FOR IMMEDIATE RELEASE
Pediatrix Medical Group Reports Second Quarter Results
Raises Full Year 2025 Adjusted EBITDA Outlook Range
FORT LAUDERDALE, Fla., August 5, 2025 - Pediatrix Medical Group, Inc. (NYSE: MD), a leading provider of physician services, today reported earnings of $0.46 per share for the three months ended June 30, 2025. On a non-GAAP basis, Pediatrix reported Adjusted EPS of $0.53.
For the 2025 second quarter, Pediatrix reported the following results:
- Net revenue of $469 million;
- Net income of $39 million; and
- Adjusted EBITDA of $73 million.
“Our second quarter operating results exceeded our forecast and reflect continuing strong neonatology patient volumes, stable payor mix, and careful operations management,” said Mark S. Ordan, Chief Executive Officer of Pediatrix Medical Group. “These results led us to raise our full year 2025 Adjusted EBITDA outlook from a range of $220 million to $240 million to a range of $245 million to $255 million. While we remain cautious in this turbulent period for healthcare and hospital and health systems in particular, we believe the financial flexibility we have built provides both safety and opportunity."
Operating Results– Three Months Ended June 30, 2025
Pediatrix’s net revenue for the three months ended June 30, 2025 was $468.8 million, compared to $504.3 million for the prior-year period. This decrease reflects the impact of
non-same unit activity, primarily practice dispositions, partially offset by growth in same-unit net revenue of 6.4 percent.
Same-unit revenue from net reimbursement-related factors increased by 3.5 percent for the 2025 second quarter as compared to the prior-year period. This increase primarily reflects higher patient acuity in the Company’s hospital-based practices, improved collection activity and an increase in administrative fees from hospital partners. The percentage of services reimbursed by commercial and other non-government payors remained stable as compared to the prior year period.
Same-unit revenue attributable to patient volume increased by 2.9 percent for the 2025 second quarter as compared to the prior-year period. Shown below are year-over-year percentage changes in certain same-unit volume statistics for the three and six months ended June 30, 2025. (Note: figures in the below table reflect contributions only to net patient service revenue and exclude other contributions to total same-unit revenue, including contract and administrative fees.)
| Three Months Ended<br>June 30, 2025 | Six Months Ended<br>June 30, 2025 | |
|---|---|---|
| Hospital-based patient services | 3.9% | 2.7% |
| Office-based patient services | 1.9% | 1.3% |
| Neonatology services<br>(within hospital-based services): | ||
| Neonatal intensive care unit (NICU) days | 6.0% | 4.0% |
For the 2025 second quarter, practice salaries and benefits expense was $323.5 million, compared to $357.8 million for the prior-year period. This comparison primarily reflects the impact of practice disposition activity, partially offset by increases in same-unit clinical compensation costs, including incentive compensation based on practice results.
For the 2025 second quarter, general and administrative expenses were $55.7 million, as compared to $56.6 million for the prior-year period. This decline primarily reflects net staffing reductions and decreases in other expenses, including professional services and legal fees, partially offset by increases in incentive compensation based on financial results.
For the 2025 second quarter, transformational and restructuring related expenses totaled $3.8 million, as compared to $13.6 million for the prior-year period. These expenses related primarily to position eliminations across various shared services departments and revenue cycle management transition activities in both periods.
During the second quarter of 2024, the Company recorded an aggregate non-cash impairment loss of $182.0 million related to goodwill and long-lived assets related to the Company’s portfolio management plan as well as losses on disposal of businesses of $10.9 million, resulting from the disposals of primary and urgent care practices.
Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization, transformational and restructuring related expenses, loss on disposal of businesses and impairment losses, was $73.2 million for the 2025 second quarter, compared to
$57.9 million for the prior-year period. The increase in Adjusted EBITDA was primarily due to net favorable impacts from same-unit results and practice disposition activity.
Depreciation and amortization expense was $5.3 million for the second quarter of 2025, compared to $8.8 million for the prior-year period. The net decrease of $3.5 million was primarily related to non-same unit activity, primarily practice dispositions.
Interest expense was $9.1 million for the second quarter of 2025, compared to $10.3 million for the second quarter of 2024, reflecting lower outstanding borrowings at slightly lower interest rates.
Pediatrix generated net income of $39.3 million, or $0.46 per diluted share, for the 2025 second quarter, based on a weighted average 85.5 million shares outstanding. This compares with a net loss of $153.0 million, or $1.84 per diluted share, for the 2024 second quarter, based on a weighted average 83.3 million shares outstanding.
For the second quarter of 2025, Pediatrix reported Adjusted EPS of $0.53, compared to $0.34 for the second quarter of 2024. For these periods, Adjusted EPS is defined as diluted net income per common and common equivalent share excluding non-cash amortization expense, stock-based compensation expense, transformational and restructuring related expenses, loss on disposal of businesses, impairment losses, and discrete tax events.
Operating Results – Six Months Ended June 30, 2025
For the six months ended June 30, 2025, Pediatrix generated revenue of $927.2 million, compared to $999.4 million for the prior-year period. Pediatrix generated net income of $60.0 million, or $0.70 per share, for the six months ended June 30, 2025, based on a weighted average 85.5 million shares outstanding, which compares to a net loss of $149.0 million, or $1.79 per share, for the six months ended June 30, 2024, based on a weighted average 83.1 million shares outstanding. Adjusted EBITDA for the six months ended June 30, 2025 was $122.4 million, compared to $95.1 million for the prior year. For the six months ended June 30, 2025, Pediatrix reported Adjusted EPS of $0.87, compared to $0.54 for the same period of 2024.
Financial Position and Cash Flow – Continuing Operations
Pediatrix had cash and cash equivalents of $224.7 million at June 30, 2025, compared to $229.9 million at December 31, 2024, and net accounts receivable were $239.0 million.
For the second quarter of 2025, Pediatrix generated cash from continuing operations of $138.1 million, compared to $109.3 million during the second quarter of 2024. During the second quarter of 2025, the Company used $4.5 million to fund capital expenditures.
At June 30, 2025, Pediatrix had total debt outstanding of $606 million, consisting of its $400 million in 5.375% Senior Notes due 2030 and $206 million in borrowings under its Term A Loan. At June 30, 2025, the Company had no outstanding borrowings under its $450 million revolving line of credit.
Updated 2025 Outlook
As a result of the Company’s strong second quarter 2025 performance, Pediatrix is raising its full year 2025 outlook for Adjusted EBITDA, as defined above, and now anticipates Adjusted EBITDA will be in a range of $245 million to $255 million.
Non-GAAP Measures
A reconciliation of Adjusted EBITDA and Adjusted EPS to the most directly comparable GAAP measures for the three and six months ended June 30, 2025 and 2024 is provided in the financial tables of this press release.
Earnings Conference Call
Pediatrix will host an investor conference call to discuss the quarterly results at 9 a.m., ET today. The conference will be webcast and available for replay at the following site: www.pediatrix.com/investors.
ABOUT PEDIATRIX MEDICAL GROUP
Pediatrix® Medical Group, Inc. (NYSE:MD) is a leading provider of physician services. Pediatrix-affiliated clinicians are committed to providing coordinated, compassionate and clinically excellent services to women, babies and children across the continuum of care, both in hospital settings and office-based practices. Specialties include obstetrics, maternal-fetal medicine and neonatology complemented by multiple pediatric subspecialties. The group’s high-quality, evidence-based care is bolstered by significant investments in research, education, quality-improvement and safety initiatives. The physician-led company was founded in 1979 as a single neonatology practice and today provides its highly specialized and often critical care services through approximately 4,400 affiliated physicians and other clinicians. To learn more about Pediatrix, visit www.pediatrix.com or follow us on Facebook, Instagram, LinkedIn and the Pediatrix blog. Investment information can be found at www.pediatrix.com/investors.
Certain statements and information in this press release may be deemed to contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may include, but are not limited to, statements relating to the Company’s 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. 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 the Company’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 the Company 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 the Company’s most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q, including the sections entitled
“Risk Factors”, as well the Company’s current reports on Form 8-K, filed with the Securities and Exchange Commission, and include the impact of the Company’s practice portfolio management plans and whether the Company is able to achieve the expected favorable impact to Adjusted EBITDA therefrom; the impact of the Company’s termination of its then third-party revenue cycle management provider and transition to a hybrid revenue cycle management model with one or more new third-party service providers, including any transition costs associated therewith; the impact of surprise billing legislation; the effects of economic conditions on the Company’s business; the effects of the Affordable Care Act, the One Big Beautiful Bill Act and potential additional healthcare reform; the Company’s relationships with government-sponsored or funded healthcare programs, including Medicare and Medicaid, and with managed care organizations and commercial health insurance payors; the Company’s ability to comply with the terms of its debt financing arrangements; the impact of management transitions; the timing and contribution of future acquisitions or organic growth initiatives; the effects of share repurchases; and the effects of the Company’s transformation initiatives, including its reorientation on, and growth strategy for, its hospital based and maternal fetal businesses.
Pediatrix Medical Group, Inc.
Consolidated Statements of Income and Comprehensive Income
(in thousands, except per share data)
(Unaudited)
| Six Months Ended<br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2024 | |||||||||
| Net revenue | 468,844 | $ | 504,296 | $ | 927,203 | $ | 999,397 | ||||
| Operating expenses: | |||||||||||
| Practice salaries and benefits | 323,502 | 357,808 | 660,533 | 726,946 | |||||||
| Practice supplies and other operating expenses | 20,614 | 32,369 | 39,300 | 63,454 | |||||||
| General and administrative expenses | 55,714 | 56,565 | 114,318 | 116,763 | |||||||
| Depreciation and amortization | 5,313 | 8,791 | 10,645 | 19,099 | |||||||
| Transformational and restructuring related expenses | 3,834 | 13,579 | 10,439 | 22,059 | |||||||
| Goodwill impairment | — | 154,243 | — | 154,243 | |||||||
| Long-lived asset impairments | — | 27,791 | — | 27,791 | |||||||
| Loss on disposal of businesses | — | 10,873 | — | 10,873 | |||||||
| Total operating expenses | 408,977 | 662,019 | 835,235 | 1,141,228 | |||||||
| Income (loss) from operations | 59,867 | (157,723 | ) | 91,968 | (141,831 | ) | |||||
| Investment and other income (loss) | 3,727 | (161 | ) | 8,464 | 1,852 | ||||||
| Interest expense | (9,130 | ) | (10,308 | ) | (18,284 | ) | (20,907 | ) | |||
| Equity in earnings of unconsolidated affiliate | 505 | 464 | 911 | 982 | |||||||
| Total non-operating expenses | (4,898 | ) | (10,005 | ) | (8,909 | ) | (18,073 | ) | |||
| Income (loss) before income taxes | 54,969 | (167,728 | ) | 83,059 | (159,904 | ) | |||||
| Income tax (provision) benefit | (15,709 | ) | 14,703 | (23,062 | ) | 10,914 | |||||
| Net income (loss) | 39,260 | $ | (153,025 | ) | $ | 59,997 | $ | (148,990 | ) | ||
| Other comprehensive income, net of tax | |||||||||||
| Unrealized holding gain on investments, net of tax of 140, 66, 395 and 86 | 429 | 200 | 1,208 | 260 | |||||||
| Total comprehensive income | 39,689 | $ | (152,825 | ) | $ | 61,205 | $ | (148,730 | ) | ||
| Per common and common equivalent share data (diluted): | |||||||||||
| Net income (loss): | 0.46 | $ | (1.84 | ) | $ | 0.70 | $ | (1.79 | ) | ||
| Weighted average common shares | 85,529 | 83,332 | 85,517 | 83,074 |
All values are in US Dollars.
Pediatrix Medical Group, Inc.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
(in thousands)
(Unaudited)
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||
| Net income (loss) | $ | 39,260 | $ | (153,025 | ) | $ | 59,997 | $ | (148,990 | ) |
| Interest expense | 9,130 | 10,308 | 18,284 | 20,907 | ||||||
| Income tax provision (benefit) | 15,709 | (14,703 | ) | 23,062 | (10,914 | ) | ||||
| Depreciation and amortization expense | 5,313 | 8,791 | 10,645 | 19,099 | ||||||
| Transformational and restructuring related expenses | 3,834 | 13,579 | 10,439 | 22,059 | ||||||
| Impairment losses | — | 182,034 | — | 182,034 | ||||||
| Loss on disposal of businesses | — | 10,873 | — | 10,873 | ||||||
| Adjusted EBITDA | $ | 73,246 | $ | 57,857 | $ | 122,427 | $ | 95,068 |
Pediatrix Medical Group, Inc.
Reconciliation of Diluted Net Income (Loss) per Share
to Adjusted Income per Diluted Share (“Adjusted EPS”)
(in thousands, except per share data)
(Unaudited)
| 2024 | |||||||||
| Weighted average diluted shares outstanding | 83,332 | ||||||||
| Net income (loss) and diluted net income (loss) per share | 39,260 | $ | 0.46 | $ | (153,025 | ) | $ | (1.84 | ) |
| Adjustments (1): | |||||||||
| Amortization (net of tax of 421 and 533) | 1,266 | 0.01 | 1,599 | 0.02 | |||||
| Stock-based compensation (net of tax of 503 and 500) | 1,508 | 0.02 | 1,501 | 0.02 | |||||
| Transformational and restructuring expenses (net of tax of 959 and 3,395) | 2,875 | 0.03 | 10,184 | 0.12 | |||||
| Impairment losses (net of tax of 22,438) | — | — | 159,596 | 1.92 | |||||
| Loss on disposal of businesses (net of tax of 2,718) | — | — | 8,155 | 0.10 | |||||
| Net impact from discrete tax events | 739 | 0.01 | 328 | — | |||||
| Adjusted income and diluted EPS | 45,648 | $ | 0.53 | $ | 28,338 | $ | 0.34 |
All values are in US Dollars.
- A blended tax rate of 25% was used to calculate the tax effects of the adjustments for the three months ended June 30, 2025 and 2024, other than for impairment losses, due to a portion of the expense being non-deductible.
| 2024 | |||||||||
| Weighted average diluted shares outstanding | 83,074 | ||||||||
| Net income (loss) and diluted net income (loss) per share | 59,997 | $ | 0.70 | $ | (148,990 | ) | $ | (1.79 | ) |
| Adjustments (1): | |||||||||
| Amortization (net of tax of 851 and 1,396) | 2,556 | 0.03 | 4,188 | 0.05 | |||||
| Stock-based compensation (net of tax of 1,076 and 1,215) | 3,228 | 0.04 | 3,647 | 0.04 | |||||
| Transformational and restructuring expenses (net of tax of 2,610 and 5,515) | 7,829 | 0.09 | 16,544 | 0.20 | |||||
| Impairment losses (net of tax of 22,438) | — | — | 159,596 | 1.92 | |||||
| Loss on disposal of businesses (net of tax of 2,718) | — | — | 8,155 | 0.10 | |||||
| Net impact from discrete tax events | 564 | 0.01 | 2,004 | 0.02 | |||||
| Adjusted income and diluted EPS | 74,174 | $ | 0.87 | $ | 45,144 | $ | 0.54 |
All values are in US Dollars.
- A blended tax rate of 25% was used to calculate the tax effects of the adjustments for the three months ended June 30, 2025 and 2024, other than for impairment losses, due to a portion of the expense being non-deductible.
Pediatrix Medical Group, Inc.
Balance Sheet Highlights
(in thousands)
(Unaudited)
| As of <br>June 30, 2025 | As of <br>December 31, 2024 | |||
|---|---|---|---|---|
| Assets: | ||||
| Cash and cash equivalents | $ | 224,732 | $ | 229,940 |
| Investments | 123,594 | 118,566 | ||
| Accounts receivable, net | 238,992 | 259,990 | ||
| Other current assets | 25,732 | 31,111 | ||
| Intangible assets, net | 9,296 | 11,595 | ||
| Operating and finance lease right-of-use assets | 38,690 | 39,267 | ||
| Goodwill, other assets, property and equipment | 1,441,064 | 1,462,231 | ||
| Total assets | $ | 2,102,100 | $ | 2,152,700 |
| Liabilities and shareholders' equity: | ||||
| Accounts payable and accrued expenses | $ | 303,360 | $ | 398,690 |
| Total debt, including finance leases, net | 607,548 | 617,664 | ||
| Operating lease liabilities | 42,012 | 44,649 | ||
| Other liabilities | 315,427 | 326,759 | ||
| Total liabilities | 1,268,347 | 1,387,762 | ||
| Total shareholders' equity | 833,753 | 764,938 | ||
| Total liabilities and shareholders' equity | $ | 2,102,100 | $ | 2,152,700 |
Pediatrix Medical Group, Inc.
Reconciliation of Net Income to Forward-Looking Adjusted EBITDA
(in thousands)
(Unaudited)
| Year Ended<br>December 31, 2025 | ||||
|---|---|---|---|---|
| Net income | $ | 126,020 | $ | 133,320 |
| Interest expense | 36,700 | 36,700 | ||
| Income tax provision | 46,610 | 49,310 | ||
| Depreciation and amortization expense | 22,870 | 22,870 | ||
| Transformational and restructuring related expenses | 12,800 | 12,800 | ||
| Adjusted EBITDA | $ | 245,000 | $ | 255,000 |