Exhibit 99.1

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Overview

On December 15, 2020, Mednax, Inc., a Florida corporation (“the “Company”), pursuant to the previously disclosed Securities Purchase Agreement, dated as of September 9, 2020, by and between Mednax Services, Inc., a Florida corporation (“Mednax Services”), and Radiology Partners, Inc., a Delaware corporation (“Buyer”), the Company completed the divestiture of Redwood Radiology, LLC, a Delaware limited liability company and wholly owned subsidiary of Mednax Services, which owns the Company’s radiology and teleradiology services medical group, Mednax Radiology Solutions (“Mednax Radiology”), (the “Divestiture”). The purchase consideration was comprised of a cash payment of $885 million paid at closing, subject to certain cash, minimum net working capital, indebtedness and other adjustments. The Company received approximately $865 million at closing and intends to use the proceeds of the transaction to redeem its $750 million in outstanding principal amount of 5.25% senior notes due in 2023 (the “2023 Notes”) with a redemption date of January 7, 2021.

The Divestiture is considered a significant disposition for the Company. As a result, the Company prepared the accompanying unaudited pro forma condensed consolidated financial information in accordance with Article 11 of Regulation S-X.

The Company presented its operations for Mednax Radiology as discontinued operations in its condensed consolidated financial statements included in the Company’s Form 10-Q for the three and nine months ended September 30, 2020. The accompanying unaudited pro forma condensed consolidated balance sheet gives effect to the Divestiture as if it occurred on September 30, 2020, the end of the most recent period for which a balance sheet is required. The accompanying unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2020 and for the years ended December 31, 2019, 2018, and 2017 gives effect to the Divestiture as if it occurred on January 1, 2017. In addition, the unaudited pro forma condensed consolidated statements of income for the years ended December 31, 2019, 2018, and 2017 give effect to the divestiture of the Company’s anesthesiology medical group that was divested in May 2020 (collectively referred to as the “Divestitures”) as if it occurred on January 1, 2017, for which the unaudited pro forma results were previously disclosed on a Current Report on Form 8-K filed on May 12, 2020.

The accompanying unaudited pro forma condensed consolidated financial information includes pro forma adjustments that are directly attributable to the Divestitures and are factually supportable. Pro forma adjustments are presented for informational purposes only and are described in the accompanying notes based on information and assumptions currently available at the time of the filing of the Current Report on Form 8-K. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the Company’s results of operations or financial condition would have been had the Divestiture been completed on the date indicated above. In addition, it is not necessarily indicative of the Company’s future results of operations or financial condition.

The accompanying unaudited pro forma condensed consolidated financial information should be read in conjunction with (i) the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and (ii) the unaudited condensed consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” included in the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2020.

Mednax, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of September 30, 2020

(in thousands)

 

		Mednax, Inc. Historical Financial Statements as Reported				Pro Forma Adjustments Related to Mednax Radiology Divestiture Activity				Adjustments Related to the Redemption of the 2023 Notes and Excess Cash				Pro Forma
ASSETS
Current assets:
Cash and cash equivalents		$	294,512							$	92,027	A		$	386,539
Short-term investments			81,574												81,574
Accounts receivable, net			267,125												267,125
Prepaid expenses			13,317												13,317
Income taxes receivable			22,797												22,797
Other current assets			20,287												20,287
Assets held for sale			951,548				(951,548	) B							—
Total current assets			1,651,160				(951,548	)			92,027				791,639
Property and equipment, net			78,570												78,570
Goodwill			1,480,668												1,480,668
Intangible assets, net			27,665												27,665
Operating lease right-of-use assets			58,993												58,993
Deferred income taxes			62,950												62,950
Other assets			64,820												64,820
Total assets		$	3,424,826			$	(951,548	)		$	92,027			$	2,565,305
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	388,517							$	(13,125	) A		$	375,392
Current portion of finance leases			2,440												2,440
Current portion of operating leases			18,695												18,695
Liabilities held for sale			78,712				(78,712	) B							—
Total current liabilities			488,364				(78,712	)			(13,125	)			396,527
Long-term debt, net			1,732,805								(744,923	) A			987,882
Long-term finance leases			9,458												9,458
Long-term operating leases			40,220												40,220
Long-term professional liabilities			242,366												242,366
Deferred income taxes			63,630												63,630
Other liabilities			42,977												42,977
Total liabilities			2,619,820				(78,712	)			(758,048	)			1,783,060
Commitments and contingencies
Total equity			805,006				(872,836	)			850,075	C			782,245
Total liabilities and equity		$	3,424,826			$	(951,548	)		$	92,027			$	2,565,305

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

Mednax, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Income

Nine Months Ended September 30, 2020

(in thousands, except per share data)

 

		Mednax, Inc. Historical Financial Statements as Reported				Pro Forma Adjustments				Pro Forma
Net revenue		$	1,317,321							$	1,317,321
Practice salaries and benefits			909,168								909,168
Practice supplies and other operating expense			66,455								66,455
General and administrative expense			194,276								194,276
Depreciation and amortization			20,749								20,749
Transformation and restructuring related expenses			60,846								60,846
Total operating expenses			1,251,494				—				1,251,494
Income from operations			65,827				—				65,827
Investment and other income			13,064				920	D			13,984
Interest expense			(83,180	)			30,736	E			(52,444	)
Equity in earnings of unconsolidated affiliate			1,081								1,081
Total non-operating expenses			(69,035	)			31,656				(37,379	)
(Loss) income from continuing operations before income taxes			(3,208	)			31,656				28,448
Income tax provision			(10,859	)			(7,914	) F			(18,773	)
(Loss) income from continuing operations			(14,067	)			23,742				9,675
Loss from discontinued operations			(718,125	)			718,125	G			—
Net (loss) income		$	(732,192	)		$	741,867			$	9,675
(Loss) income from continuing operations:
Basic		$	(0.17	)		$	0.29			$	0.12
Diluted		$	(0.17	)		$	0.29			$	0.12
(Loss) income from discontinued operations:
Basic		$	(8.62	)		$	8.62			$	—
Diluted		$	(8.62	)		$	8.62			$	—
Net (loss) income
Basic		$	(8.79	)		$	8.91			$	0.12
Diluted		$	(8.79	)		$	8.91			$	0.12
Weighted average common shares
Basic			83,260				—				83,260
Diluted			83,260								83,777	H

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

Mednax, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Income

Year Ended December 31, 2019

(in thousands, except per share data)

 

										I
		Mednax, Inc. Historical Financial Statements as Reported				Pro Forma Adjustments Related to Prior Divestiture Activity				Pro Forma Results (Adjusted for Prior Divestiture Activity)				Pro Forma Adjustments Related to Mednax Radiology Divestiture Activity				Adjustments Related to the Redemption of the 2023 Notes and Excess Cash				Pro Forma Results (Combined)
Net revenue		$	3,513,542			$	(1,250,359	)		$	2,263,183			$	(483,424	)						$	1,779,759
Practice salaries and benefits			2,508,778				(1,008,515	)			1,500,263				(319,504	)							1,180,759
Practice supplies and other operating expense			112,766				(12,392	)			100,374				(4,463	)							95,911
General and administrative expense			404,643				(76,258	)			328,385				(83,873	)							244,512
Depreciation and amortization			78,860				(22,652	)			56,208				(30,277	)							25,931
Transformation and restructuring related expenses			95,329				(31,719	)			63,610				(2,720	)							60,890
Goodwill impairment			1,449,215				(1,331,291	)			117,924				(117,924	)							—
Total operating expenses			4,649,591				(2,482,827	)			2,166,764				(558,761	)			—				1,608,003
Income from operations			(1,136,049	)			1,232,468				96,419				75,337				—				171,756
Investment and other income			5,671				(3	)			5,668				(1,982	)			1,841	D			5,527
Interest expense			(119,381	)			73				(119,308	)			380				39,375	E			(79,553	)
Equity in earnings of unconsolidated affiliate			7,779				(39	)			7,740				(5,470	)							2,270
Total non-operating expenses			(105,931	)			31				(105,900	)			(7,072	)			41,216				(71,756	)
(Loss) income from continuing operations before income taxes			(1,241,980	)			1,232,499				(9,481	)			68,265				41,216				100,000
Income tax benefit (provision)			91,886				(113,021	)			(21,135	)			4,559				(10,304	) F			(26,880	)
(Loss) income from continuing operations			(1,150,094	)			1,119,478				(30,616	)			72,824				30,912				73,120
Loss from discontinued operations			(347,608	)			347,608	J			—				—				—				—
Net (loss) income		$	(1,497,702	)		$	1,467,086			$	(30,616	)		$	72,824			$	30,912			$	73,120
(Loss) income from continuing operations:
Basic		$	(13.78	)																		$	0.88
Diluted		$	(13.78	)																		$	0.87
(Loss) income from discontinued operations:
Basic		$	(4.16	)																		$	—
Diluted		$	(4.16	)																		$	—
Net (loss) income
Basic		$	(17.94	)																		$	0.88
Diluted		$	(17.94	)																		$	0.87
Weighted average common shares
Basic			83,495																				83,495
Diluted			83,495																				84,057	H

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

Mednax, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Income

Year Ended December 31, 2018

(in thousands, except per share data)

 

										I
		Mednax, Inc. Historical Financial Statements as Reported				Pro Forma Adjustments Related to Prior Divestiture Activity				Pro Forma Results (Adjusted for Prior Divestiture Activity)				Pro Forma Adjustments Related to Mednax Radiology Divestiture Activity				Adjustments Related to the Redemption of the 2023 Notes and Excess Cash				Pro Forma Results (Combined)
Net revenue		$	3,454,810			$	(1,287,662	)		$	2,167,148			$	(444,041	)						$	1,723,107
Practice salaries and benefits			2,426,376				(1,024,600	)			1,401,776				(276,105	)							1,125,671
Practice supplies and other operating expense			108,851				(14,664	)			94,187				(1,712	)							92,475
General and administrative expense			403,934				(83,269	)			320,665				(88,447	)							232,218
Depreciation and amortization			83,832				(30,128	)			53,704				(29,349	)							24,355
Total operating expenses			3,022,993				(1,152,661	)			1,870,332				(395,613	)			—				1,474,719
Income from operations			431,817				(135,001	)			296,816				(48,428	)			—				248,388
Investment and other income			5,211				3				5,214				(2,163	)			2,761	D			5,812
Interest expense			(88,789	)			557				(88,232	)			(4,713	)			39,375	E			(53,570	)
Equity in earnings of unconsolidated affiliate			6,825				—				6,825				889								7,714
Total non-operating expenses			(76,753	)			560				(76,193	)			(5,987	)			42,136				(40,044	)
Income from continuing operations before income taxes			355,064				(134,441	)			220,623				(54,415	)			42,136				208,344
Income tax provision			(96,453	)			34,761				(61,692	)			16,998				(10,534	) F			(55,228	)
Income from continuing operations			258,611				(99,680	)			158,931				(37,417	)			31,602				153,116
Income from discontinued operations			10,018				(10,018	) J			—				—				—				—
Net income		$	268,629			$	(109,698	)		$	158,931			$	(37,417	)		$	31,602			$	153,116
Income from continuing operations:
Basic		$	2.84																			$	1.68
Diluted		$	2.82																			$	1.67
Income from discontinued operations:
Basic		$	0.11																			$	—
Diluted		$	0.11																			$	—
Net income
Basic		$	2.95																			$	1.68
Diluted		$	2.93																			$	1.67
Weighted average common shares
Basic			91,104																				91,104
Diluted			91,606																				91,606

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

Mednax, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Income

Year Ended December 31, 2018

(in thousands, except per share data)

 

										I
		Mednax, Inc. Historical Financial Statements as Reported				Pro Forma Adjustments Related to Prior Divestiture Activity				Pro Forma Results (Adjusted for Prior Divestiture Activity)				Pro Forma Adjustments Related to Mednax Radiology Divestiture Activity				Adjustments Related to the Redemption of the 2023 Notes and Excess Cash				Pro Forma Results (Combined)
Net revenue		$	3,253,391			$	(1,327,634	)		$	1,925,757			$	(277,301	)						$	1,648,456
Practice salaries and benefits			2,227,335				(1,000,067	)			1,227,268				(178,716	)							1,048,552
Practice supplies and other operating expense			106,444				(14,798	)			91,646				(5,879	)							85,767
General and administrative expense			385,864				(86,888	)			298,976				(62,771	)							236,205
Depreciation and amortization			78,856				(33,487	)			45,369				(22,789	)							22,580
Total operating expenses			2,798,499				(1,135,240	)			1,663,259				(270,155	)			—				1,393,104
Income from operations			454,892				(192,394	)			262,498				(7,146	)			—				255,352
Investment and other income			4,385				—				4,385				(2,758	)			3,681	D			5,308
Interest expense			(74,556	)			604				(73,952	)			299				39,375	E			(34,278	)
Equity in earnings of unconsolidated affiliate			952				—				952				(256	)							696
Total non-operating expenses			(69,219	)			604				(68,615	)			(2,715	)			43,056				(28,274	)
Income from continuing operations before income taxes			385,673				(191,790	)			193,883				(9,861	)			43,056				227,078
Income tax provision			(80,231	)			74,253				(5,978	)			4,312				(16,361	) F			(18,027	)
Income from continuing operations			305,442				(117,537	)			187,905				(5,549	)			26,695				209,051
Income from discontinued operations			14,930				(14,930	) J			—				—				—				—
Net income		$	320,372			$	(132,467	)		$	187,905			$	(5,549	)		$	26,695			$	209,051
Income from continuing operations:
Basic		$	3.31																			$	2.26
Diluted		$	3.29																			$	2.25
Income from discontinued operations:
Basic		$	0.16																			$	—
Diluted		$	0.16																			$	—
Net income
Basic		$	3.47																			$	2.26
Diluted		$	3.45																			$	2.25
Weighted average common shares
Basic			92,431																				92,431
Diluted			92,958																				92,958

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

MEDNAX, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.	Basis of Pro Forma Presentation

The unaudited pro forma condensed consolidated financial statements included herein were prepared in accordance with Article 11 of Regulation S-X and are based on historical financial information of the Company. The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed consolidated financial statements to give effect to pro forma events that are (1) directly attributable to the Divestitures and (2) factually supportable. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted from this report, as is permitted by such rules and regulations. The Divestiture meets the definition of discontinued operations, as defined by Accounting Standards Codification 205-20 Discontinued Operations (ASC 250-20).

The accompanying unaudited pro forma condensed consolidated financial statements are based on the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2020. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2020 gives effect to the Divestiture as if it had occurred on September 30, 2020. The unaudited pro forma condensed consolidated statement of income for the nine months ended September 30, 2020 gives effect to the Divestiture and for the years ended December 31, 2019, 2018 and 2017 gives effect to the Divestitures as if they had occurred on January 1, 2017, the beginning of the earliest period presented.

 

2.	Pro Forma Adjustments

 

A.

Adjustment reflects the use of cash proceeds from the sale of Mednax Radiology, net of transaction expenses, to redeem the 2023 Notes at a call premium of 101.313% along with accrued interest, with the remaining amount designated as excess cash. The redemption of the 2023 Notes is expected to occur on January 7, 2021.

 

B.

Adjustment reflects the assets and liabilities of Mednax Radiology, which were previously classified as held for sale.

 

C.

Adjustment reflects the estimated increase to the loss on sale, resulting from the change in the actual net proceeds as compared to the estimate used when Mednax Radiology was classified as assets held for sale at September 30, 2020.

 

D.

Adjustment reflects the increase to interest income from the investment of excess cash.

 

E.

Adjustment reflects the decrease to interest expense from the redemption of the 2023 senior notes.

 

F.

Adjustment reflects the income tax impacts for the pro forma adjustments using a pro forma continuing operations statutory rate of 25% for 2020, 2019 and 2018 and 38% for 2017.

 

G.

Adjustment reflects the removal of the historical loss from discontinued operations, net of tax, associated with the anesthesiology medical group that was divested in May 2020 and Mednax Radiology.

 

H.

The increase in diluted shares outstanding resulted from the change of continuing operations from a loss to income, which did not impact diluted earnings per share.

 

I.

Adjustment reflects the removal of the historical operations of the Company’s anesthesiology medical group that was divested in May 2020.

 

J.

Adjustment reflects the removal of the historical loss from discontinued operations, net of tax, associated with the Company’s MedData business, which was divested in October 2019.